As filed with the Securities and Exchange Commission on April 1, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
-------------------
COMPUTER MANAGEMENT SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2264633
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8133 Baymeadows Way, Jacksonville, Florida 32256
(Address of Principal Executive Office) (Zip Code)
COMPUTER MANAGEMENT SCIENCES, INC.
1995 STOCK INCENTIVE PLAN,
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
INCENTIVE STOCK OPTION PLAN
AND
1985 NONQUALIFIED STOCK OPTION PLAN
AND THE
MIACO CORPORATION STOCK OPTION PLAN (1991)
AND
MIACO CORPORATION STOCK OPTION PLAN (1996)
(Full title of the plan)
-------------------
Copies of all communications to:
Jerry W. Davis
President L. Kinder Cannon III, Esq.
Computer Management Sciences, Inc. Holland & Knight
8133 Baymeadows Way 50 North Laura Street
Jacksonville, Florida 32256 Suite 3900
(Name and address of agent for service) Jacksonville, Florida 32202
(904) 737-8955
(Telephone number, including area code, of agent for service)
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. X
<TABLE>
CALCULATION OF REGISTRATION FEE
- ---------------------- ------------ ---------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered Registered per unit* offering price* fee
- ---------------------- ------------ ---------------- ------------------ ---------------
Common Stock, 3,238,734 $14.50 $47,771,326 $14,231
par value shares
$0.01 per share. . .
- ---------------------- ------------ ---------------- ------------------ ---------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee. The fee
is calculated upon the basis of the average between the high and low sales
price for shares of Common Stock of the registrant as reported on the Nasdaq
National Market System on March 26, 1997.
<PAGE>
COMPUTER MANAGEMENT SCIENCES, INC.
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Form S-8 Item Number and Heading Prospectus Heading
Item 1. Plan Information Cover Page; Plan Information
Item 2. Registrant Information Registrant Information and Employee Plan
and Employee Plan Annual Information Annual Information
ii
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PROSPECTUS
COMPUTER MANAGEMENT SCIENCES, INC.
3,238,734 Shares of Common Stock
Par Value $0.01 Per Share
------------------------
OFFERED PURSUANT TO THE
COMPUTER MANAGEMENT SCIENCES, INC.
1995 STOCK INCENTIVE PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
INCENTIVE STOCK OPTION PLAN
AND
1985 NONQUALIFIED STOCK OPTION PLAN
AND THE
MIACO CORPORATION STOCK OPTION PLAN (1991)
AND
MIACO CORPORATION STOCK OPTION PLAN (1996)
------------------------
This Prospectus covers shares of common stock, par value $0.01 per
share, of Computer Management Sciences, Inc., a Florida corporation (the
"Company"), issuable pursuant to awards or the exercise of stock options granted
under the following four plans of Computer Management Sciences, Inc.,: (i) the
1995 Stock Incentive Plan (the "Incentive Plan"), (ii) the 1995 Non-Employee
Director Stock Option Plan (the "Director Plan"), (iii) the Incentive Stock
Option Plan (the "ISO Plan"), and (iv) the 1985 Nonqualified Stock Option Plan
(the "Nonqualified Plan"). In addition, in connection with its acquisition of
Miaco Corporation, a Colorado corporation and wholly-owned subsidiary of the
Company in January of 1997, the Company assumed all issued but unexercised stock
options granted pursuant to the Miaco Corporation Stock Option Plan (1991) (the
"Miaco Plan (1991)") and the Miaco Corporation Stock Option Plan (1996) (the
"Miaco Plan (1996)"). Stock options granted under the Miaco Plan (1991) and the
Miaco Plan (1996) were exchanged, in connection with the acquisition, for
options to purchase shares of the Common Stock of the Company. See "Miaco Plan
(1991) and Miaco Plan 1996) General." The Incentive Plan, Director Plan, ISO
Plan, Nonqualified Plan, Miaco Plan (1991) and Miaco Plan (1996) are sometimes
referred to collectively as the "Plans". As used herein, the term "Company"
includes any parent or subsidiary of the Company unless the context otherwise
requires.
The principal executive offices of the Company are located at 8133
Baymeadows Way, Jacksonville, Florida 32256, telephone number (904) 737-8955.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
<PAGE>
No person has been authorized to give any information or to make any
representations, other than those contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities covered by this Prospectus by the Company in
any state in which, or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances, create an implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained or incorporated by reference herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.
-------------------------
The date of this Prospectus is April 1, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance with the Exchange Act, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Copies of reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: 7 World Trade Center, Suite
1300, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material also
can be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of the securities offered hereby. This Prospectus omits certain
information set forth or incorporated by reference in the Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in the Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates).
Any such requests should be directed to: Computer Management Sciences, Inc.,
8133 Baymeadows Way, Jacksonville, Florida 32256, Attention: Anthony Colaluca,
telephone number (904) 737-8955.
2
<PAGE>
TABLE OF CONTENTS
PLAN INFORMATION......................................................... 5
INFORMATION COMMON TO EACH PLAN...................................... 5
General..................................................... 5
Restrictions on Resale...................................... 5
Address for Additional Information.......................... 5
INCENTIVE PLAN....................................................... 6
General..................................................... 6
Purpose..................................................... 6
Administration of the Plan.................................. 6
Plan Participants........................................... 6
Benefits.................................................... 6
Shares Subject to the Plan.................................. 7
Expiration, Forfeiture or Termination of Awards............. 7
Assignment.................................................. 8
Outstanding Options......................................... 8
Duration of Plan............................................ 8
Amendment or Discontinuation of the Plan.................... 8
Federal Income Tax Consequences............................. 8
DIRECTOR PLAN........................................................ 9
General..................................................... 9
Purpose..................................................... 9
Administration of Plans..................................... 9
Plan Participants........................................... 10
Benefits.................................................... 10
Shares Subject to the Plan.................................. 10
Expiration and Termination of Options....................... 10
Assignment.................................................. 10
Outstanding Options......................................... 10
Duration of Plan............................................ 10
Amendment and Termination................................... 10
Federal Income Tax Consequences............................. 11
ISO PLAN............................................................. 11
General..................................................... 11
Purpose..................................................... 11
Administration of the Plan.................................. 11
Plan Participants........................................... 11
Benefits.................................................... 11
Shares Subject to the Plan.................................. 12
Expiration, Forfeiture or Termination of Incentive Options.. 12
Assignment.................................................. 13
Outstanding Options......................................... 13
Duration of Plan............................................ 13
3
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Amendment or Discontinuation of the Plan.................... 13
Federal Income Tax Consequences............................. 13
NONQUALIFIED PLAN.................................................... 14
General..................................................... 14
Purpose..................................................... 14
Administration.............................................. 14
Plan Participants........................................... 14
Benefits.................................................... 14
Shares Subject to the Plan.................................. 14
Expiration and Termination of Options....................... 14
Assignment.................................................. 15
Outstanding Options......................................... 15
Duration of Plan............................................ 15
Amendment and Termination................................... 15
Federal Income Tax Consequences............................. 15
MIACO PLAN (1991) AND MIACO PLAN (1996).............................. 15
General..................................................... 15
Purpose..................................................... 16
Administration.............................................. 16
Plan Participants........................................... 16
Benefits.................................................... 16
Shares Subject to the Plan.................................. 16
Expiration and Termination of Options....................... 16
Assignment.................................................. 17
Outstanding Options......................................... 17
Duration of Plan............................................ 17
Amendment and Termination................................... 17
Federal Income Tax Consequences............................. 17
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.............. 17
4
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ITEM 1. PLAN INFORMATION
INFORMATION COMMON TO EACH PLAN
General. This Prospectus covers shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock") issuable pursuant to awards or the
exercise of stock options granted under the Plans. The Plans are not subject to
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), nor
are they qualified plans under Section 401(a) of the Internal Revenue Code of
1986, as amended (the "Code"). The information contained in this section of Item
1 describes certain aspects of the Plans that are common to each Plan.
Information peculiar to each of the Plans is set forth in separate sections
below. In addition to the Plans, the Company has written agreements with each of
the participants describing the terms of awards or options granted under the
Plans. Each participant should refer to his or her particular agreement for
information concerning the specific terms and conditions of awards granted under
the Plans.
This Prospectus is not available for the resale by affiliates of the
Company of the common stock issuable pursuant to awards or the exercise of stock
options granted under the Plans. An "affiliate," as defined by the Commission,
is a person who directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company.
Participants in any Plan who are affiliates of the Company may sell securities
received pursuant to such Plan only pursuant to a registration statement and
prospectus, or pursuant to an appropriate exemption from the registration
requirements of the Securities Act. See "Restrictions on Resale."
Restrictions on Resale. Any person who is not an "affiliate" of the
Company, as the term "affiliate" is defined above, generally may reoffer or
resell shares of Common Stock received pursuant to an award or upon exercise of
a stock option without restriction under the Securities Act. In contrast, any
person receiving shares of Common Stock pursuant to an award or upon the
exercise of a stock option who is an "affiliate" of the Company generally may
reoffer or resell such shares only pursuant to a registration statement filed
under the Securities Act (the Company having no obligation to file such a
registration statement) or pursuant to Rule 144 under the Securities Act. Any
person who may be an "affiliate" of the Company may wish to consult with counsel
before transferring Common Stock owned by him. In addition, officers, directors
and beneficial owners of more than 10% of the Common Stock are advised to
consult with counsel as to the applicability of Section 16 of the Exchange Act
to their transactions under any of the Plans. Section 16 of the Exchange Act
requires the filing by persons subject to its provisions of certain reports with
the Commission regarding changes in beneficial ownership of the Company's equity
securities, including options. Moreover, Section 16 can have the effect of
requiring the profits on purchases and sales of the Company's equity securities
occurring within a six-month period to be turned over to the Company.
Address for Additional Information. Additional information concerning the
Plans and their administration may be obtained by contacting Computer Management
Sciences, Inc., 8133 Baymeadows Way, Jacksonville, Florida 32256, Attention:
Anthony Colaluca, telephone number (904) 737-8955.
5
<PAGE>
INCENTIVE PLAN
General. The title of the plan is the "Computer Management Sciences, Inc.,
1995 Stock Incentive Plan," and the name of the registrant whose securities are
to be offered pursuant to the Incentive Plan is "Computer Management Sciences,
Inc." The Incentive Plan was adopted on September 6, 1995. The terms of the
Incentive Plan are summarized above in "Information Common to Each Plan" and
also in the paragraphs below.
Purpose. The purposes of the Incentive Plan are to (i) provide an incentive
and reward to key employees who are, and have been, in a position to contribute
materially to expanding and improving the profits of the Company, (ii) aid in
attracting and retaining employees of outstanding ability, and (iii) encourage
ownership of the Common Stock by employees.
Administration of the Plan. The Incentive Plan is administered by the
compensation committee of the Board of Directors of the Company (the
"Committee"), which consists of two or more directors of the Company, each of
whom, during his or her appointment to the Committee, is a "disinterested
person" within the meaning of Rule 16b-3 promulgated by the Commission under the
Exchange Act. The Committee members are appointed for indefinite terms by the
Company's Board of Directors (the "Board"). The Board may remove a Committee
member or appoint additional members at any time or for any reason.
Subject to the provisions of the Incentive Plan, the Committee, in its
discretion, selects the recipients of awards and the number of shares or options
granted under the Incentive Plan and determines other matters such as (i)
vesting schedules, (ii) the exercise price of options (which cannot be less than
100%, in the case of incentive stock options, or 50% in the case of nonqualified
stock options, of the fair market value of the Common Stock on the date of
grant), (iii) the duration of awards (which cannot exceed ten years), and (iv)
the price of stock appreciation rights ("SARs") (which cannot be less than 50%
of the fair market value of the shares of Common Stock covered by the SAR on the
date of grant).
Plan Participants. Each person employed on an hourly or salaried basis by
the Company is eligible to participate in the Incentive Plan.
Benefits. Participants in the Incentive Plan are eligible to receive the
following awards, as determined by the Committee in its sole and absolute
discretion:
Incentive and Nonqualified Options. The Incentive Plan provides both for
"incentive stock options" as defined in Section 422 of the Code ("Incentive
Options") and for options not qualifying as Incentive Options ("Nonqualified
Options"), both of which may be granted with other stock-based awards available
under the Incentive Plan. The Committee determines the employees to whom such
options may be granted, as well as the exercise price for each share issued in
connection with an Incentive Option or a Nonqualified Option (collectively
referred to as "Options"), but the exercise price of an Incentive Option will in
all cases not be less than 100% of the fair market value of the Common Stock on
the date the Incentive Option is granted (or in the case of an Incentive Option
granted to an employee owning more than 10% of the outstanding Common Stock (a
"Major Shareholder"), not less than 110% of such fair market value). The
aggregate fair market value (determined at date of grant) of the Company's stock
with respect to which any incentive stock options granted under the Incentive
Plan and all other plans of the Company may become exercisable by any individual
for the first time in any calendar year shall not exceed $100,000. The exercise
price must be paid in full at the time of exercise, either in cash, or subject
to any limitations the Committee may impose, in securities of the Company.
Finally, the Committee determines when Options may be exercised, which in the
case of Incentive Options, will in no event be more than ten years from the date
of grant (or in the case of Incentive Options granted to a Major Shareholder,
not more than five years from the date of grant), and the manner in which each
Option will become exercisable.
6
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Stock Appreciation Rights. The Committee may grant SARs to employees under
the Incentive Plan, subject to such restrictions or limitations as the
Committee, in its sole discretion, deems appropriate. An SAR is a contractual
right to receive, either in cash or Common Stock, the appreciation in the value
of a share of Common Stock over a certain period of time. SARs may be granted
either alone or in tandem with Options granted under the Incentive Plan. The SAR
price is established by the Committee in its sole discretion, but in no event is
it ever less than (i) 100% of the fair market value of a share of Common Stock
on the effective date of grant for an SAR issued in tandem with an Incentive
Option, or (ii) 50% of the fair market value of a share of Common Stock for
other SARs. Upon the exercise of an SAR, the employee is entitled, subject to
the terms and conditions of the Incentive Plan and the agreement granting the
SAR, to receive, the excess of (i) the fair market value of a share of Common
Stock on the date of exercise, over (ii) the SAR price for such share. At the
discretion of the Committee, the payment of the excess due under an SAR may be
made in cash, shares of Common Stock or a combination of both. Restricted Stock
Awards. The Committee may award shares of restricted stock ("Restricted Stock").
Shares of Restricted Stock may be issued either alone or in addition to other
awards granted under the Incentive Plan. The Committee determines the employees
to whom, and the time or times at which, grants of Restricted Stock will be
made, the number of shares to be awarded, the price (if any) to be paid by the
recipient, the time or times within which such awards may be subject to
forfeiture (the "Restricted Period"), and all other terms and conditions of the
awards. The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors or criteria as
the Committee may determine.
Shares Subject to the Plan. The aggregate number of shares available for
issuance under the Incentive Plan is 956,250 shares of Common Stock, subject to
adjustment to give effect to future changes in the number of outstanding shares
of Common Stock by virtue of a recapitalization, reclassification, combination,
stock split or other relevant change in the capitalization of the Company.
Shares issued pursuant to exercises of Options granted under the Incentive Plan
shall be issued from the Company's authorized but unissued Common Stock.
Expiration, Forfeiture or Termination of Awards
Expiration of Options and SARs. Each Option or SAR will expire on such date
or dates as the Committee determines at the time such Option or SAR is granted;
provided, however, Incentive Options will expire on the earlier of (i) ten years
from the date of its grant (in the case of a Major Shareholder, five years from
the date of grant), or (ii) such date as may be set by the Committee in
establishing terms of such Incentive Option.
Forfeiture of Restricted Stock. Except to the extent that the participant
has vested in his or her Restricted Stock, each participant's right to
Restricted Stock will be forfeited if and when such participant ceases to be an
employee of the Company or when any prescribed condition for the lapse or
termination of restrictions is not satisfied. If forfeited, all such Restricted
Stock will become the property of the Company and will again immediately become
available for award under the Incentive Plan and all of the rights of such
participant to such Restricted Stock and as a stockholder shall terminate
without further obligation on the part of the Company.
Termination of Options and SARs. During the period of continuous employment
with the Company or one of its subsidiaries, an Option or SAR will be terminated
only if it has been fully exercised or it has expired by its terms. Upon
termination of employment, an Option or SAR will terminate upon the earliest of
(i) the full exercise of the Option, (ii) the expiration of the Option by its
terms, or (iii) not more than three months following the date of employment
termination; provided, however, should termination of employment (A) result from
the death or permanent and total disability of the participant, the period
referenced in clause (iii) above will be one year, or (B) be for cause (defined
below) or initiated by the participant without the Company's consent, the Option
or SAR will terminate on the date of employment termination. For purposes of the
Incentive Plan, a leave of absence approved by the Company shall
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not be deemed to be termination of employment except with respect to an
Incentive Option as required to comply with Code Section 422 and the regulations
issued thereunder. A participant will be deemed to be terminated for cause if
such termination results from theft or destruction (other than as a result of
simple negligence) of property of the Company, disregard of Company rules or
policies, or conduct evidencing willful or wanton disregard of the interest of
the Company. A determination of cause will be made by the Committee based on
information presented by the Company and the participant.
Assignment. No award granted under the Incentive Plan is assignable or
transferable by a participant other than by will or by the laws of descent and
distribution. In addition, no shares of Common Stock issued pursuant to an award
granted under the Incentive Plan may be sold, transferred or otherwise disposed
of prior to the end of the six-month period that begins on the date of grant of
such award.
Outstanding Options. As of March 1, 1997, Options to purchase an aggregate
of 337,625 shares of the Company's common stock were outstanding pursuant to the
Incentive Plan.
Duration of Plan. Options may be granted under the Incentive Plan only
during the ten years immediately following the effective date of the Incentive
Plan. Accordingly, Options may not be granted under the Incentive Plan after
September 1, 2005.
Amendment or Discontinuation of the Plan. The Board may alter, amend, or
terminate the Incentive Plan from time to time without approval of the
shareholders. However, without shareholder approval, no amendment will be
effective that: (i) materially impairs the benefits accruing to participants
under the Incentive Plan (except as a result of a recapitalization); (ii)
increases the aggregate number of shares that may be issued under the Incentive
Plan; (iii) materially modifies the eligibility requirements for participation
in the Incentive Plan; provided, however, the Board of Directors may change the
eligibility of participants or increase the aggregate number of shares that may
be issued under the Incentive Plan without shareholder approval where any future
amendment or repeal of Section 422 of the Code permits such action without
resulting in disqualification of an Option for the tax benefits provided
pursuant to Code Section 421, unless otherwise required by Rule 16b-3
promulgated under Section 16 of the Exchange Act.
Federal Income Tax Consequences
The following statements are intended to summarize the general principles
of current federal income tax law applicable to awards under the Incentive Plan.
It is emphasized that, while the Company believes that the following statements
are correct based on existing provisions of the Code and the interpretations
thereof, no assurance can be given that legislative, administrative, or judicial
changes or interpretations will not occur that would modify such statements.
Also, individual financial situations may vary and state and local taxation may
be significant. Any participant in the Incentive Plan should, therefore, consult
his or her own tax advisor concerning the tax consequences of the Incentive Plan
and participation therein.
Incentive Options. If an Incentive Option is granted to an
employee in accordance with the terms of the Incentive Plan, no income will be
recognized by such employee at the time the option is granted. Generally, upon
exercise of an Incentive Option granted under the Incentive Plan, an option
holder will not recognize any income and the Company will not be entitled to a
deduction for tax purposes. However, the difference between the purchase price
and the fair market value of the shares of Common Stock received on the date of
exercise will be treated as a positive adjustment in determining alternative
minimum taxable income, which may subject the option holder to the alternative
minimum tax. The disposition of shares acquired upon exercise of an Incentive
Option under the Incentive Plan will ordinarily result in long-term or
short-term capital gain or loss (depending on the applicable holding period).
Generally, however, if the option holder disposes of shares of stock acquired
upon exercise of an Incentive Option within two years after the date of grant or
within one year after the date of exercise (a "disqualifying disposition"), the
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option holder will recognize ordinary income, and the Company will be entitled
to a deduction for tax purposes, in the amount of the excess of the fair market
value of the shares on the date of exercise over the purchase price (or, in
certain circumstances, the gain on sale, if less). Any excess of the amount
realized by the option holder on the disqualifying disposition over the fair
market value of the shares on the date of exercise of such option will
ordinarily constitute capital gain. Delivery of shares upon exercise of an
option granted under the Incentive Plan is subject to any required withholding
taxes. A person exercising such an option may, as a condition precedent to
receiving the shares, be required to pay the Company a cash amount equal to the
amount of required withholdings.
Nonqualified Options. No taxable income to an optionee will be
recognized, and the Company will not be entitled to any related deduction, at
the time a Nonqualified Option is granted under the Incentive Plan. An optionee
will recognize ordinary income equal to the excess of the fair market value of
the shares on the date of exercise over the option price, and the Company will
be entitled to a corresponding deduction. Upon disposition of the shares, the
difference between the amount realized upon such disposition and the sum of the
purchase price and the amount of ordinary income recognized in connection with
the exercise of the option will result in long-term or short-term capital gain
or loss to the optionee (depending upon the applicable holding period). The
Company will generally not be allowed any deductions unless it makes any
required withholdings with respect to the income recognized by the option
holder.
Restricted Stock. An employee who receives a grant of
Restricted Stock in accordance with the terms of the Incentive Plan will
recognize as ordinary income the excess of the fair market value of the shares
over the amount paid for such shares at the time the shares become transferable
or are no longer subject to forfeiture. However, the employee may make an
election under Section 83(b) of the Code to be taxed in the year the Restricted
Stock is granted. The Company is entitled to a deduction in an amount equal to
the amount included in the employee's income (i) when the shares become
nonforfeitable, (ii) when the employee makes an election under Section 83(b) of
the Code, or (iii) when the Company cancels the restriction on the shares. The
Company will generally not be allowed any deductions unless it makes proper
withholdings with respect to the income recognized by the employee.
Stock Appreciation Rights. An employee who receives an SAR
will recognize no income on the grant of such SAR, but he or she will recognize
ordinary compensation income equal to the cash and/or the fair market value of
the Common Stock received upon the exercise of the SAR, and the Company will
qualify for a deduction of equal amount subject to the reasonableness of
compensation limitation and other applicable limitations under the Code.
DIRECTOR PLAN
General. The title of the Director Plan is the "Computer Management
Sciences, Inc., 1995 Non-Employee Director Stock Option Plan," and the name of
the registrant whose securities are to be offered pursuant to the Director Plan
is "Computer Management Sciences, Inc." The Director Plan was adopted on
September 6, 1995. The terms of the Director Plan are summarized above in
"Information Common to Each Plan" and also in the paragraphs below.
Purpose. The purpose of the Director Plan is to furnish the non-employee
directors of the Company further inducement to continue their service or
association with the Company, to encourage them to obtain a proprietary interest
in the Company, to provide additional incentive for them to promote the best
interests of the Company, and to aid in attracting and retaining outside
directors.
Administration of Plans. The Director Plan is administered by the
Committee, which consists of two or more directors of the Company, each of whom,
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during his or her appointment to the Committee, is a "disinterested person"
within the meaning of Rule 16b-3, promulgated by the Commission under the
Exchange Act. The Committee members are appointed for indefinite terms by the
Board. The Board may remove a Committee member or appoint additional members at
any time for any reason.
Plan Participants. All directors of the Company that are not full-time
employees of the Company are automatically participants in the Director Plan.
Benefits. The Director Plan provides for the automatic grant of: (i) a
Nonqualified option to purchase an aggregate of 6,750 shares of the Common Stock
upon the initial election of each non-employee director of the Company, and (ii)
a Nonqualified Option to purchase an additional 4,500 shares of Common Stock
immediately following each annual meeting of the Company's shareholders
(beginning with the June 7, 1996 Annual Meeting) at which such non-employee
director is either re-elected to, or continues to serve as an incumbent member
of, the Board. Each such option is granted at an exercise price equal to the
fair market value of the Common Stock on the date of grant. All options granted
under the Director Plan have a term of 10 years and vest in equal installments
over the first five years of such term.
Shares Subject to the Plan. The aggregate number of shares available for
issuance under the Director Plan is 168,750 shares of Common Stock, subject to
adjustment to give effect to future changes in the number of outstanding shares
of Common Stock of the Company by virtue of a recapitalization,
reclassification, combination, stock split or other relevant change in the
capitalization of the Company. Shares issued pursuant to exercises of options
granted under the Director Plan shall be issued from the Company's authorized
but unissued Common Stock.
Expiration and Termination of Options. In general, each option will expire
ten years from the date of its grant. An option may be terminated only if it has
been fully exercised or it has expired by its terms. If a participant dies or
becomes subject to a permanent and total disability prior to the expiration of
an option, such option may be exercised to the extent that the participant was
entitled to exercise it at the time of death or disability, as the case may be,
by the participant, the estate of the participant or the person or persons to
whom the option may have been transferred by will or by the laws of descent and
distribution.
Assignment. No option granted under the Director Plan is assignable or
transferable by a participant other than by will or trust in which the
participant is the grantor, or by the laws of descent and distribution. In
addition, no shares of common stock issued pursuant to the exercise of an option
may be sold, transferred or otherwise disposed of prior to the end of the
six-month period that begins on the date of grant of such option.
Outstanding Options. As of March 1, 1997, options to purchase an aggregate
of 26,550 shares of the Company's common stock were outstanding pursuant to the
Director Plan.
Duration of Plan. Options may be granted under the Director Plan only
during the ten years immediately following the effective date of the Director
Plan. Accordingly, options may not be granted under the Director Plan after
September 1, 2005.
Amendment and Termination. The Board is empowered under the Director Plan
to at any time amend, suspend or discontinue the Director Plan; provided,
however, that without further approval of the shareholders no amendment may (i)
increase the aggregate number of shares of Common Stock which may be issued
pursuant to the Director Plan (except in the event of a "Recapitalization" as
defined in the Director Plan), or (iii) otherwise be made if the failure to
obtain shareholder approval would adversely affect the compliance of the
Director Plan with the requirements of Rule 16b-3 under the Exchange Act. No
amendment may be made by the Committee which in any material respect impairs the
rights of a participant without the participant's consent.
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Federal Income Tax Consequences. The following statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the Director Plan. It is emphasized that, while the
Company believes that the foregoing statements are correct based on existing
provisions of the Code and the interpretations thereof, no assurance can be
given that legislative, administrative, or judicial changes or interpretations
will not occur that would modify such statements. Also, individual financial
situations may vary and state and local taxation may be significant. Any
participant in the Director Plan should, therefore, consult his or her own tax
advisor concerning the tax consequences of the Director Plan and participation
therein.
No taxable income to an optionee will be recognized, and the Company
will not be entitled to any related deduction, at the time a stock option is
granted under the Director Plan. An optionee will recognize ordinary income
equal to the excess of the fair market value of the shares on the date of
exercise over the option price, and the Company will be entitled to a
corresponding deduction. Upon disposition of the shares, the difference between
the amount realized upon such disposition and the sum of the purchase price and
the amount of ordinary income recognized in connection with the exercise of the
option will result in long-term or short-term capital gain or loss to the
optionee (depending upon the applicable holding period). The Company will
generally not be allowed any deductions unless it makes any required
withholdings with respect to the income recognized by the option holder.
ISO PLAN
General. The title of the ISO Plan is the "Computer Management Sciences,
Inc., Incentive Stock Option Plan" and the name of the registrant whose
securities are to be offered pursuant to the ISO Plan is "Computer Management
Sciences, Inc." The ISO Plan was terminated as to future option grants effective
as of August 31, 1995 and no options have been granted under such plan since May
24, 1995. The terms of the ISO Plan are summarized above in "Information Common
to Each Plan" and also in the paragraphs below.
Purpose. The purposes of the ISO Plan were to (i) provide an incentive and
reward to key employees who were in a position to contribute materially to
expanding and improving the profits of the Company, (ii) aid in attracting and
retaining employees of outstanding ability, and (iii) encourage ownership of the
Common Stock of the Company by employees.
Administration of the Plan. The ISO Plan was, and continues to be,
administered by the Board. Subject to the provisions of the ISO Plan, the Board,
in its discretion, selected the recipients of options granted thereunder and
established the terms of the options granted to each participant, such as the
number of shares subject to, and the exercise price of, such options. In
addition, the Board had, and continues to have, plenary authority to interpret
the ISO Plan and to prescribe, amend and rescind its terms.
Plan Participants. Each person employed by the Company as an officer or as
a manager of a department or division of the Company was eligible to participate
in the ISO Plan.
Benefits. Participants in the ISO Plan were eligible to receive grants of
stock options, as determined by the Board in its sole and absolute discretion.
Awards of stock options pursuant to the ISO Plan were in the form of Incentive
Options. Only participants who were employees of the Company were eligible to
receive grants of Incentive Options. Options were granted under the ISO Plan on
terms and conditions not inconsistent with the provisions of the ISO Plan and in
such form as the Board deemed appropriate at the time of grant. Summarized below
are certain provisions of the ISO Plan relating to the grant of Incentive
Options.
Exercise Price. Except with respect to option granted to Major
Shareholders, the exercise price of each share of the Common Stock subject to an
Incentive Option equaled the fair market value of the share on the date the
option was granted, which was determined by the Board in good faith using such
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factors as the Board considered relevant. Any Incentive Options granted to Major
Shareholders were granted at an exercise price of 110% of the fair market value
of the Common Stock on the date of grant.
Limitations on Options. The aggregate fair market value
(determined at date of grant) of the Common Stock with respect to which any
Incentive Options granted under the ISO Plan or any other Company plan may
become exercisable by any individual for the first time in any calendar year
shall not exceed $100,000.
Exercise of Options. An Incentive Option granted under the ISO
Plan may be exercised at any time as to part or all of the shares covered
thereby; provided, however, such Incentive Option may not be exercised as to
less than 100 shares at any one time (or the remaining shares covered by such
option if less than 100). In addition an option granted to a participant under
the ISO Plan will be exercisable as to not more than the vested percentage of
the shares of the Common Stock subject to the option at any point in time. Each
option granted under the ISO Plan will become vested according to the following
schedule based on the date of grant of the Incentive Option:
Plan Years of Completed
Service with the Company
Subsequent to Option Grant Cumulative Percent Vested
Less than One Year -0-
1 Year 20%
2 Years 40%
3 Years 60%
4 Years 80%
5 Years 100%
For purposes of the ISO Plan, "Plan Years of Completed Service
with the Company Subsequent to Option Grant" means the calendar year in which
occurs the date of grant of the Incentive Option under the ISO Plan (provided
that the recipient in question has completed at least 1,500 hours of service
with the Company during such calendar year) and all calendar years subsequent
thereto in which such recipient completes at least 1,500 hours of service with
the Company. Except as otherwise provided in the ISO Plan, the vested portion of
an Incentive Option may not be exercised at any time unless the holder thereof
has been in the continuous employ of the Company from the date of the grant of
the Incentive Option to the date of its exercise. The purchase price of the
shares as to which the vested portion of an Incentive Option shall be exercised
will be paid in full in cash at the time of exercise.
Shares Subject to the Plan. The aggregate number of shares of Common Stock
available for issuance under the ISO Plan was 2,510,150 shares, subject to
adjustment to give effect to future changes in the number of outstanding shares
of Common Stock by virtue of a recapitalization, reclassification, combination,
stock split or other relevant change in the capitalization of the Company.
Shares issued pursuant to exercises of Incentive Options granted under the ISO
Plan will be issued from the Company's authorized but unissued Common Stock.
Expiration, Forfeiture or Termination of Incentive Options.
Expiration of Incentive Options. Subject to the terms of the
ISO Plan relating to termination of options, each Incentive Option granted under
the ISO Plan will expire ten years from the date of its grant or, in the case of
a Major Shareholder, five years from the date of grant.
Termination of Incentive Options. During the period of
continuous employment with the Company, an Incentive Option will be terminated
only if it has been fully exercised or it has expired by its terms. Upon
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termination of employment, an Incentive Option will terminate upon the earliest
of (i) the full exercise of the Incentive Option, (ii) the expiration of the
Option by its terms, or (iii) not more than three months following the date of
employment termination; provided, however, should a participant die while
employed by the Company (or within three months thereafter), the period
referenced in clause (iii) above will be one year. Notwithstanding any provision
of the ISO Plan to the contrary, if a participant's employment with the Company
is terminated within one year from the date of grant of an Incentive Option
either (i) for cause, or (ii) at the voluntary initiation of the participant
without the Company's consent, the Incentive Option, to the extent unexercised,
will terminate on the date of employment termination.
Assignment. No option granted under the ISO Plan is assignable or
transferable by a participant other than by will or by the laws of descent and
distribution.
Outstanding Options. As of March 1, 1997, Options to purchase an aggregate
of 358,492 shares of the Company's Common Stock were outstanding pursuant to the
ISO Plan.
Duration of Plan. The ISO Plan was terminated as to the grant of new
options as of August 31, 1995 and no options were granted under the ISO Plan
after May 24, 1995.
Amendment or Discontinuation of the Plan. The Board may alter, amend, or
terminate the ISO Plan from time to time without approval of the shareholders.
However, without shareholder approval, no amendment will be effective that: (i)
materially impairs the benefits accruing to participants under the ISO Plan;
(ii) increases the aggregate number of shares that may be issued under the ISO
Plan; (iii) materially modifies the eligibility requirements for participation
in the ISO Plan; (iv) alters option prices other than to conform to Code
regulations the manner in which the Board determines the fair market value of
the Common Stock; (v) modifies the periods during which Incentive Options may be
granted; or (vi) alters the provisions relating to recapitalization. Without a
participant's consent, no termination or modification may affect such
participant's rights under an Incentive Option previously granted.
Federal Income Tax Consequences. The following statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the ISO Plan. It is emphasized that, while the Company
believes that the following statements are correct based on existing provisions
of the Code and the interpretations thereof, no assurance can be given that
legislative, administrative, or judicial changes or interpretations will not
occur that would modify such statements. Also, individual financial situations
may vary and state and local taxation may be significant. Any participant in the
ISO Plan should, therefore, consult his or her own tax advisor concerning the
tax consequences of the ISO Plan and participation therein.
If an Incentive Option was granted to an employee in accordance with
the terms of the ISO Plan, no income was recognized by such employee at the time
the option was granted. Generally, upon exercise of an Incentive Option granted
under the ISO Plan, an option holder will not recognize any income and the
Company will not be entitled to a deduction for tax purposes. However, the
difference between the purchase price and the fair market value of the shares of
stock received on the date of exercise will be treated as a positive adjustment
in determining alternative minimum taxable income, which may subject the option
holder to the alternative minimum tax. The disposition of shares acquired upon
exercise of an Incentive Option under the ISO Plan will ordinarily result in
long-term or short-term capital gain or loss (depending on the applicable
holding period). Generally, however, if the option holder disposes of shares of
stock acquired upon exercise of an Incentive Option within two years after the
date of grant or within one year after the date of exercise (a "disqualifying
disposition"), the option holder will recognize ordinary income, and the Company
will be entitled to a deduction for tax purposes, in the amount of the excess of
the fair market value of the shares on the date of exercise over the purchase
price (or, in certain circumstances, the gain on sale, if less). Any excess of
the amount realized by the option holder on the disqualifying disposition over
the fair market value of the shares on the date of exercise of such option will
ordinarily constitute capital gain. Delivery of shares upon exercise of an
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option granted under the ISO Plan is subject to any required withholding taxes.
A person exercising such an option may, as a condition precedent to receiving
the shares, be required to pay the Company a cash amount equal to the amount of
required withholdings.
NONQUALIFIED PLAN
General. The title of the Nonqualified Plan is the "Computer Management
Sciences, Inc., 1985 Nonqualified Stock Option Plan," and the name of the
registrant whose securities are to be offered pursuant to the Nonqualified Plan
is "Computer Management Sciences, Inc." The Nonqualified Plan was terminated as
to future option grants effective as of August 31, 1995 and no options have been
granted under such plan since May 24, 1995. The terms of the Nonqualified Plan
are summarized above in "Information Common to Each Plan" and also in the
paragraphs below.
Purpose. The purposes of the Nonqualified Plan were to furnish certain
members of the Company's management team with further inducement to continue
their service or association with the Company, to encourage them to obtain a
proprietary interest in the Company, and to provide additional incentive for
them to promote the best interests of the Company.
Administration. The Nonqualified Plan was, and continues to be,
administered by the stock option committee of the Board of Directors of the
Company ("Stock Option Committee"), whose members are appointed at the
discretion of the Board. The Stock Option Committee has the power, discretion
and authority to interpret and administer the Nonqualified Plan in a manner
which is consistent with such plan's provisions. The Committee members are
appointed for indefinite terms by the Board. The Board may remove a Stock Option
Committee member or appoint additional members at any time for any reason.
Plan Participants. Option grants pursuant to the Nonqualified Plan were
made only to key employees who, in the discretion of the Stock Option Committee,
were in a position to make significant contributions to the Company. Individuals
who were not full time employees of the Company were not eligible to participate
in the Nonqualified Plan.
Benefits. Options granted under the Nonqualified Plan are nonstatutory
stock options that do not meet the requirements of Section 422 of the Code. The
Nonqualified Plan provides for the grant of Nonqualified Options at exercise
prices not less than the net book value per share of the Common Stock on the
date of grant. All options granted under the Nonqualified Plan have a term of 10
years and are exercisable immediately upon grant.
Shares Subject to the Plan. The aggregate number of shares of Common Stock
available for issuance under the Nonqualified Plan was 4,099,911 shares, subject
to adjustment to give effect to future changes in the number of outstanding
shares of common stock of the Company by virtue of a recapitalization,
reclassification, combination, stock split or other relevant change in the
capitalization of the Company. Shares issued pursuant to exercises of options
granted under the Nonqualified Plan shall be issued from the Company's
authorized but unissued common stock.
Expiration and Termination of Options. During the period of continuous
employment with the Company, an option will be terminated only if it has been
fully exercised or it has expired by its terms. Upon termination of employment,
an option will terminate upon the earliest of (i) the full exercise of the
option, (ii) the expiration of the option by its terms, or (iii) not more than
three months following the date of employment termination; provided, however,
should termination of employment (A) result from the death or permanent and
total disability of the participant or the retirement of the participant, the
period referenced in clause (iii) above will be one year, or (B) be for cause or
initiated by the participant without the Company's consent, the Option will
terminate on the date of employment termination.
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<PAGE>
Assignment. The outstanding Options granted pursuant to the Nonqualified
Plan are transferable by the holder thereof, subject to compliance with
applicable securities laws.
Outstanding Options. As of March 1, 1997 (after giving effect to all stock
splits) options to purchase an aggregate of 1,736,538 shares of Common Stock
were outstanding pursuant to the Nonqualified Plan.
Duration of Plan. The Nonqualified Plan was terminated as to the grant of
new options as of August 31, 1995 and no options were granted under the
Nonqualified Plan after June 30, 1995.
Amendment and Termination. The Stock Option Committee is empowered under
the Nonqualified Plan to at any time amend, suspend or discontinue the
Nonqualified Plan; provided, however, that without further approval of the
shareholders no amendment may (i) increase the aggregate number of shares of
Common Stock which may be issued pursuant to the Nonqualified Plan (except in
the event of a change in capitalization as described in Section VIII of the
Nonqualified Plan), (ii) change the option exercise price, (iii) increase the
maximum period during which options may be exercised, (iv) extend the effective
date of the Nonqualified Plan, or (v) materially modify the requirements as to
eligibility for participation in the Nonqualified Plan.
Federal Income Tax Consequences. The following statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the Nonqualified Plan. It is emphasized that, while the
Company believes that the following statements are correct based on existing
provisions of the Code and the interpretations thereof, no assurance can be
given that legislative, administrative, or judicial changes or interpretations
will not occur that would modify such statements. Also, individual financial
situations may vary and state and local taxation may be significant. Any
participant in the Nonqualified Plan should, therefore, consult his or her own
tax advisor concerning the tax consequences of the Nonqualified Plan and
participation therein.
No taxable income to any optionee was recognized, and the Company did not
take any related deduction, at the time Nonqualified Options were granted under
the Nonqualified Plan. An optionee will recognize ordinary income equal to the
excess of the fair market value of the shares on the date of exercise over the
option price, and the Company will be entitled to a corresponding deduction.
Upon disposition of the shares, the difference between the amount realized upon
such disposition and the sum of the purchase price and the amount of ordinary
income recognized in connection with the exercise of the option will result in
long-term or short-term capital gain or loss to the optionee (depending upon the
applicable holding period). The Company will generally not be allowed any
deductions unless it makes any required withholdings with respect to the income
recognized by the option holder.
MIACO PLAN (1991) AND MIACO PLAN (1996)
General. On January 17, 1997, the Company acquired Miaco Corporation, a
Colorado corporation ("Miaco"), pursuant to a reverse triangular subsidiary
merger (the "Merger"). Miaco survived the Merger as a wholly-owned subsidiary of
the Company. In connection with the Merger, the Company assumed the stock
options granted under the Miaco Plan (1991) and the Miaco Plan (1996)
(collectively, the "Miaco Plans") and exchanged each outstanding Miaco stock
option for an option to purchase the Common Stock of the Company on
substantially the same terms as were applicable to such option prior to the
Merger. Such Company stock options entitle the holder thereof to purchase the
same number of shares of Common Stock as the holder of such option would have
been entitled to receive pursuant to the Merger had such holder exercised such
option in full immediately prior to the Merger, at a price per share equal to
(i) the aggregate exercise price for the Miaco shares otherwise purchasable
pursuant to such option divided by (ii) the number of full shares of Common
Stock deemed purchasable pursuant to such option.
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The title of the Miaco Plan (1991) is the "Miaco Corporation Stock Option
Plan (1991)," and the name of the registrant whose securities are to be offered
pursuant to the Miaco Plan (1991) is "Computer Management Sciences, Inc." The
Miaco Plan (1991) expired as to future option grants effective as of March 31,
1996 and no options have been granted under such plan since November 1, 1995.
The title of the Miaco Plan (1996) is the "Miaco Corporation Stock Option Plan
(1996)," and the name of the registrant whose securities are to be offered
pursuant to the Miaco Plan (1996) is "Computer Management Sciences, Inc." The
Miaco Plan (1996) will expire as to future option grants effective as of January
17, 1997 and no options have been granted under the Miaco Plan (1996) since
August 15, 1996. The terms of the Miaco Plans are summarized above in
"Information Common to Each Plan" and also in the paragraphs below.
Purpose. The purposes of the Miaco Plans were to attract and retain persons
of exceptional ability and to motivate such persons to exert their best efforts
on behalf of Miaco.
Administration. The Miaco Plans are administered by the Board of Directors
of Miaco (the "Miaco Board"). The Miaco Board has the power, discretion and
authority to interpret and administer the Miaco Plans in a manner which is
consistent with the provisions of such plans. The members of the Miaco Board are
elected for one (1) year terms by Miaco's shareholders.
Plan Participants. Option grants pursuant to the Miaco Plans were made only
to full-time employees of Miaco who, in the discretion of the Miaco Board, were
in a position to make significant contributions to Miaco.
Benefits. Options granted under the Miaco Plans are Nonqualified Options
that do not meet the requirements of Section 422 of the Code. The Miaco Plans
provide for the grant of Nonqualified Options at exercise prices determined by
the Miaco Board in its sole discretion. Options granted under the Miaco Plan
(1991) have terms of either nine (9) or ten (10) years and all options granted
under the Miaco Plan (1996) expire on March 31, 2001. All options granted under
the Miaco Plans are fully vested.
Shares Subject to the Plans. The aggregate number of shares of Common Stock
available for issuance pursuant to options granted under the Miaco Plans is
18,074 shares, subject to adjustment to give effect to future changes in the
number of outstanding shares of Common Stock of the Company by virtue of a
recapitalization, reclassification, combination, stock split or other relevant
change in the capitalization of the Company. Shares issued pursuant to exercises
of options granted under the Miaco Plans shall be issued from the Company's
authorized but unissued Common Stock.
Expiration and Termination of Options. During the continuous employment of
the optionee, each option will be exercisable from time to time over a period
beginning on the date of grant of the option and ending on the earlier of the
expiration, termination or cancellation of the option; provided, however, that
the Miaco Board had the authority, by the provisions of the option agreements,
to limit the number of shares purchasable under the agreement in any period or
periods of time during which the option is exercisable. If an optionee ceases to
be a continuous employee of Miaco or the Company for any reason, his right to
exercise options granted pursuant to the Miaco Plans shall terminate on the date
that his continuous employment first ceases. An employee of Miaco or the Company
shall be deemed a "continuous employee" of Miaco or the Company for purposes of
he Miaco Plans if the employee is a full time employee, actively working on
Miaco's or the Company's behalf. An employee shall be deemed a "continuous
employee" hereunder notwithstanding the fact that he or she is not actively
working on Miaco's or the Company's behalf due to either (a) a short-term
disability leave; (b) a leave of absence due to a documented medical emergency
in the employee's immediate family; or (c) a leave of absence due to the
employee having been called to active duty in the military service of the United
States of America. The employee shall be deemed not to be a "continuous
employee" in the event his or her absence from active employment exceeds a total
of ninety (90) days due to one or more of the circumstances set forth above. The
Miaco Board, in its capacity as the responsible body for administration of the
Miaco Plans, shall have sole discretion in interpreting any questions which
arise relating to the expiration and termination of Options.
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Assignment. No option granted under the Miaco Plans shall be transferable
and such option shall be exercisable only by the optionee during such optionee's
lifetime.
Outstanding Options. As of March 1, 1997, options to purchase an aggregate
of 18,074 shares of Common Stock were outstanding pursuant to the Miaco Plans.
Duration of Plan. The Miaco Plan (1991) was terminated as to the grant of
new options as of March 31, 1996 and no options were granted under the Miaco
Plan (1991) after November 1, 1995. The Miaco Plan (1996) expired as to the
grant of new options as of January 17, 1997 and no options have been granted
under the Miaco Plan (1996) since August 15, 1996.
Amendment and Termination. The Miaco Board is empowered under the Miaco
Plans to amend, suspend or discontinue the Miaco Plans at any time; provided,
however, that without further approval of the shareholders, no amendment may (i)
increase the aggregate number of shares of Common Stock which may be issued
pursuant to the Miaco Plans, or (ii) permit the granting of options that expire
beyond the period provided in Section 5(a) of the applicable plan. Without the
written consent of the optionee, no amendment or suspension of the Miaco Plans
will alter or impair any option previously granted to such optionee under the
Miaco Plans.
Federal Income Tax Consequences. The following statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the Miaco Plans. It is emphasized that, while the
Company believes that the following statements are correct based on existing
provisions of the Code and the interpretations thereof, no assurance can be
given that legislative, administrative, or judicial changes or interpretations
will not occur that would modify such statements. Also, individual financial
situations may vary and state and local taxation may be significant. Any
participant in the Miaco Plans should, therefore, consult his or her own tax
advisor concerning the tax consequences of the Miaco Plans and participation
therein.
No taxable income to any optionee was recognized, and Miaco did not take
any related deduction, at the time Nonqualified Options were granted under the
Miaco Plans. An optionee will recognize ordinary income equal to the excess of
the fair market value of the shares on the date of exercise over the option
price, and the Company will be entitled to a corresponding deduction. Upon
disposition of the shares, the difference between the amount realized upon such
disposition and the sum of the purchase price and the amount of ordinary income
recognized in connection with the exercise of the option will result in
long-term or short-term capital gain or loss to the optionee (depending upon the
applicable holding period). The Company will generally not be allowed any
deductions unless it makes any required withholdings with respect to the income
recognized by the option holder.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide without charge to participants in the Plans,
upon written or oral request, copies of the documents incorporated by reference
in Item 3, Part II of the Registration Statement (other than exhibits to such
documents), which documents are hereby incorporated into this Prospectus by
reference. The Company will also provide without charge to participants in the
Plans, upon written or oral request, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
subsequent to the date of this Prospectus and prior to the filing of a
post-effective amendment to the Registration Statement and the information and
documentation described in Rule 428(b) of the Securities Act.
Any such request should be directed to: Computer Management Sciences,
Inc., 8133 Baymeadows Way, Jacksonville, Florida 32256, Attention: Anthony
Colaluca, telephone number (904) 737-8955.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act (Commission File No. 0-26622) are incorporated by
reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1996;
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed by the Company under Section
12 of the Exchange Act, dated August 11, 1995, and any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
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was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Article X of the Company's Articles of Incorporation provides that the Company
shall indemnify any director, officer or employee or any former director,
officer or employee to the full extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
4.4 Computer Management Sciences, Inc. 1995 Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1, filed August 9, 1995, and as
amended by amendments filed September 12, 1995, September 22, 1995 and
September 26, 1995 (Commission File No. 33-95544)).
4.5 Computer Management Sciences, Inc. 1995 Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-1, filed August 9, 1995,
and as amended by amendments filed September 12, 1995, September 22,
1995 and September 26, 1995 (Commission File No. 33-95544)).
4.6 Computer Management Sciences, Inc. Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1, filed August 9, 1995, and as
amended by amendments filed September 12, 1995, September 22, 1995 and
September 26, 1995 (Commission File No. 33-95544)).
4.7 Computer Management Sciences, Inc. Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, filed August 9, 1995, and as
amended by amendments filed September 12, 1995, September 22, 1995 and
September 26, 1995 (Commission File No. 33-95544)).
4.8 Miaco Corporation Stock Option Plan (1991).
4.9 Miaco Corporation Stock Option Plan (1996).
5.1 Opinion of Holland & Knight LLP as to the legality of the securities
being registered hereunder.
23.1 Consent of Holland & Knight LLP (contained in Exhibit 5.1 hereto).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Dellinger & Deese, LLP
23.4 Consent of Williams, Cox, Weidner and Cox
24.1 Powers of Attorney.
II-3
<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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
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 section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the 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 herein,
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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions (see
Item 6) 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 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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on March 27, 1997.
COMPUTER MANAGEMENT SCIENCES, INC.
By: /s/Anthony Colaluca
------------------------------------
Anthony Colaluca, Vice President and
Chief Accounting Officer (Principal
Accounting 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 dates indicated.
Signatures Title Date
/s/Jerry W. Davis Chairman of the Board, Chief March 27, 1997
- ------------------------- Executive Officer, and Director
Jerry W. Davis (Principal Executive Officer)
/s/Anthony V. Weight Senior Vice President, Chief March 27, 1997
- ------------------------- Financial Officer, and Director
Anthony V. Weight (Principal Financial Officer)
/s/Larry A. Longhi Group Vice President and Director March 27, 1997
- -------------------------
Larry A. Longhi
/s/David C. Minardi Group Vice President and Director March 27, 1997
- -------------------------
David C. Minardi
/s/Edward E. Fishback, Jr. Group Vice President and Director March 27, 1997
- -------------------------
Edward E. Fishback, Jr.
/s/Perry E. Esping Director March 27, 1997
- -------------------------
Perry E. Esping
/s/Harry C. Stonecipher Director March 27, 1997
- -------------------------
Harry C. Stonecipher
II-5
EXHIBIT 4.8
MIACO CORPORATION
STOCK OPTION PLAN (1991)
1. PURPOSE.
The purpose of the MIACO Corporation Stock Option Plan (the "Plan") is
to provide a means by which MIACO Corporation (the "Corporation"), through the
grant of stock options to employees deemed eligible by the Corporation's Board
of Directors, may attract and retain persons of ability and motivate these
persons to exert their best efforts on behalf of the Corporation. It is intended
that any option granted under the Plan shall not be an incentive stock option
under Section 422A of the Internal Revenue Code of 1986, as amended.
2. SHARES SUBJECT TO THE PLAN.
There shall be reserved 500,000 shares of the voting common stock of
the Corporation for which options may be granted under the Plan. The reserved
shares may be authorized and unissued shares or treasury shares of the
Corporation or any combination of both as determined by the Board of Directors
of the Corporation. If an option granted under the Plan expires, terminates or
is cancelled for any reason, the shares of stock representing that option shall
be available again under the Plan.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors of the
Corporation. Subject to and not inconsistent with the provisions of the Plan,
the Board shall have complete authority in its discretion to interpret all
provisions of the Plan consistently with the law, to prescribe the form of the
instrument evidencing any option granted under the Plan, to adopt, amend and
rescind general and special rules and regulations for the administration of the
Plan and to make all other determinations necessary or advisable for the
administration of the Plan.
4. ELIGIBILITY AND GRANT OF OPTIONS UNDER THE PLAN.
Options may be granted to those officers, executives, supervisory and
other employees of the Corporation as may be determined by the Board of
Directors in its sole discretion. No option shall be granted under the Plan
after 31 March 1996.
5. TERMS AND CONDITIONS OF OPTIONS GRANTED UNDER THE PLAN.
Each option granted under the Plan shall be evidenced by an agreement
in a form determined by the Board. Such agreement shall be subject to the
following express terms and conditions and such other terms and conditions as
the Board may deem appropriate.
(a) Option Period. Each option agreement shall specify the period for
which the option thereunder is granted and shall provide that the
option shall expire at the end of such period. The period for
which an option is granted may not exceed 10 years from the grant
of the option.
<PAGE>
(b) Exercise of Option. An option granted to an optionee shall be
exercisable subject to the following express terms and
conditions.
(i) During the continuous employment of the optionee.
Each option shall be exercisable from time to time
over a period beginning on the date of grant of the
option and ending on the earlier of the expiration,
termination or cancellation of the option; provided,
however, that the Board may by the provisions of any
option agreement limit the number of shares
purchasable under the agreement in any period or
periods of time during which the option is
exercisable.
(ii) After the termination of employment of the
optionee. If an optionee ceases to be a continuous
employee of the Corporation for any reason, his right
to exercise any option under the Plan shall terminate
on the date that his continuous employment first
ceases. An employee of the Corporation shall be
deemed a "continuous employee" of the Corporation if
the employee is a full time employee, actively
working on the Corporation's behalf. An employee
shall be deemed a "continuous employee" hereunder
notwithstanding the fact that he or she is not
actively working on the Corporation's behalf due to
either (a) a short-term disability leave; (b) a leave
of absence due to a documented medical emergency in
the employee's immediate family; or (c) a leave of
absence due to the employee having been called to
active duty in the military service of the United
States of America. The employee shall be deemed not
to be a "continuous employee" in the event his or her
absence from active employment exceeds a total of
ninety days due to one or more of the circumstances
set forth in subsections 5(b)(ii)(a-c) above. The
Board of Directors of the Corporation, in its
capacity as the responsible body for administration
of this Plan, shall have sole discretion in
interpreting any questions which arise under this
subsection 5(b)(ii).
(c) Option Price. The option price per share shall be determined by
the Board.
(d) Payment Of Purchase Price Upon Exercise. Each option shall
provide that the purchase price of the shares for which an option
may be exercised shall be paid in cash to the Corporation at the
time of exercise.
(e) Nontransferability. No option granted under the Plan shall be
transferable. During his lifetime, an option shall be exercisable
only by the optionee.
(f) Investment Representation and Acknowledgment of Transfer
Restrictions. The shares of stock to be issued upon the exercise
of all or any portion of any option granted under the Plan shall
be issued on the condition that the optionee acknowledges and
agrees to the Corporation's absolute right to veto any proposed
transfer of shares received upon exercise of options granted
hereunder or to repurchase any such shares upon a proposed
transfer or upon termination of the optionee's employment and
that the optionee represents that the option and purchase of
stock upon exercise of the option shall be for investment
purposes and not with a view to resale, distribution, offering,
transferring, mortgaging, pledging, hypothecating or otherwise
disposing of any such stock under circumstances which would
constitute a public offering or distribution under the Securities
Act of 1933 or the securities laws of any state. No shares of
stock shall be issued upon the exercise of any option unless the
Corporation shall have received from the optionee a written
statement satisfactory to the Corporation, or its counsel,
<PAGE>
containing the above agreements, acknowledgments and
representations, stating that a certificates representing such
shares may bear a legend or legends restricting their transfer
and stating that the Corporation's transfer agent or agents may
be given instructions to stop transfer of any certificate bearing
such legend or legends.
(g) No Rights As A Shareholder. No optionee shall have any rights as
a shareholder with respect to any share subject to his option
prior to the date of issuance to him of a certificate for such
share.
(h) No Rights To Continued Employment. The Plan and any option
granted under the Plan shall neither confer upon any optionee any
right with respect to continuance of employment by the
Corporation, nor shall it interfere in any way with the right of
the Corporation to terminate his employment at any time.
(i) Merger Or Sale Of Assets. If the Corporation or its stockholders
enter into an agreement to dispose of all, or substantially all,
of the assets or outstanding capital stock of the Corporation or
to transfer more than 50% of the capital stock of the Corporation
by means of a sale or liquidation, or a merger or reorganization
in which the Corporation or a business entity which is not owned
by the stockholders who own at least 50% of the Corporation's
outstanding capital stock immediately prior to such transaction
("Affiliate") is not the surviving corporation, the unexercised
portion of any option shall be terminated as of the effective
date of such sale, liquidation, merger or reorganization;
provided, however, that the Board shall give written notice of
the agreement to an optionee, and during the period beginning
when the optionee receives the notice and ending 60 days after
that notice date, the optionee shall have the right, conditioned
upon consummation of the contemplated sale, transfer or
transaction, to exercise his unexercised option(s) under the Plan
without regard to installment exercise limitations, if any;
provided further, that the option(s) may not be exercised after
the fixed period of the option(s). No rights shall arise under
this subsection as a result of a redemption by the Corporation or
Affiliate of capital stock of the Corporation which is triggered
by the death of one of the Corporation's shareholders or by the
execution of an agreement contemplating such a redemption.
6. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of options under the Plan and the
obligation of the Corporation to sell and deliver shares under such options,
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Corporation shall not be required to issue or deliver any certificates for
shares of common stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any governmental body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable.
7. AMENDMENT AND DISCONTINUANCE.
The Board may amend, suspend or discontinue the Plan; provided,
however, that no action of the Board of Directors may (a) increase the number of
shares reserved for options pursuant to Section 2 or (b) permit the granting of
options which expire beyond the period provided for in Section 5(a). Without the
written consent of an optionee, no amendment or suspension of the Plan shall
alter or impair any option previously granted to him under the Plan.
<PAGE>
8. EFFECTIVE DATE.
The effective date of the Plan shall be 1 April 1991.
9. NAME OF THE PLAN.
The Plan shall be known as the MIACO Corporation Stock Option Plan.
10. EFFECT OF THE PLAN ON OTHER STOCK PLANS.
The adoption of the Plan shall have no effect on awards made or to be made
pursuant to other stock plans covering employees of the Corporation, a parent
corporation or any predecessors or successors thereto.
EXHIBIT 4.9
MIACO CORPORATION
STOCK OPTION PLAN (1996)
1. PURPOSE.
The purpose of the MIACO Corporation Stock Option Plan (the "Plan") is
to provide a means by which MIACO Corporation (the "Corporation"), through the
grant of stock options to employees deemed eligible by the Corporation's Board
of Directors, may attract and retain persons of ability and motivate these
persons to exert their best efforts on behalf of the Corporation. It is intended
that any option granted under the Plan shall not be an incentive stock option
under Section 422A of the Internal Revenue Code of 1986, as amended.
2. SHARES SUBJECT TO THE PLAN.
There shall be reserved 150,000 shares of the voting common stock of
the Corporation for which options may be granted under the Plan. The reserved
shares may be authorized and unissued shares or treasury shares of the
Corporation or any combination of both as determined by the Board of Directors
of the Corporation. If an option granted under the Plan expires, terminates or
is cancelled for any reason, the shares of stock representing that option shall
be available again under the Plan.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors of the
Corporation. Subject to and not inconsistent with the provisions of the Plan,
the Board shall have complete authority in its discretion to interpret all
provisions of the Plan consistently with the law, to prescribe the form of the
instrument evidencing any option granted under the Plan, to adopt, amend and
rescind general and special rules and regulations for the administration of the
Plan and to make all other determinations necessary or advisable for the
administration of the Plan.
4. ELIGIBILITY AND GRANT OF OPTIONS UNDER THE PLAN.
Options may be granted to those officers, executives, supervisory and
other employees of the Corporation as may be determined by the Board of
Directors in its sole discretion.
5. TERMS AND CONDITIONS OF OPTIONS GRANTED UNDER THE PLAN.
Each option granted under the Plan shall be evidenced by an agreement
in a form determined by the Board. Such agreement shall be subject to the
following express terms and conditions and such other terms and conditions as
the Board may deem appropriate.
(a) Option Period. Each Option agreement shall specify the period for
which the option thereunder is granted and shall provide that the
option shall expire at the end of such period. The period for
which an option is granted may not extend past March 31, 2001.
(b) Exercise of Option. An option granted to an optionee shall be
exercisable subject to the following express terms and
conditions.
<PAGE>
(i) During the continuous employment of the optionee.
Each option shall be exercisable from time to time
over a period beginning on the date of grant of the
option and ending on the earlier of the expiration,
termination or cancellation of the option; provided,
however, that the Board may by the provisions of any
option agreement limit the number of shares
purchasable under the agreement in any period or
periods of time during which the option is
exercisable.
(ii) After the termination of employment of the
optionee. If an optionee ceases to be a continuous
employee of the Corporation for any reason, his right
to exercise any option under the Plan shall terminate
on the date that his continuous employment first
ceases. An employee of the Corporation shall be
deemed a "continuous employee" of the Corporation if
the employee is a full time employee, actively
working on the Corporation's behalf. An employee
shall be deemed a "continuous employee" hereunder
notwithstanding the fact that he or she is not
actively working on the Corporation's behalf due to
either (a) a short-term disability leave; (b) a leave
of absence due to a documented medical emergency in
the employee's immediate family; or (c) a leave of
absence due to the employee having been called to
active duty in the military service of the United
States of America. The employee shall be deemed not
to be a "continuous employee" in the event his or her
absence from active employment exceeds a total of
ninety days due to one or more of the circumstances
set forth in subsections 5(b)(ii)(a-c) above. The
Board of Directors of the Corporation, in its
capacity as the responsible body for administration
of this Plan, shall have sole discretion in
interpreting any questions which arise under this
subsection 5(b)(ii).
(c) Option Price. The option price per share shall be determined by
the Board.
(d) Payment Of Purchase Price Upon Exercise. Each option shall
provide that the purchase price of the shares for which an option
may be exercised shall be paid in cash to the Corporation at the
time of exercise.
(e) Nontransferability. No option granted under the Plan shall be
transferable. During his lifetime, an option shall be exercisable
only by the optionee.
(f) Investment Representation and Acknowledgement of Transfer
Restrictions. The shares of stock to be issued upon the exercise
of all or any portion of any option granted under the Plan shall
be issued on the condition that the optionee acknowledges and
agrees to the Corporation's absolute right to veto any proposed
transfer of shares received upon exercise of options granted
hereunder or to repurchase any such shares upon a proposed
transfer or upon termination of the optionee's employment and
that the optionee represents that the option and purchase of
stock upon exercise of the option shall be for investment
purposes and not with a view to resale, distribution, offering,
transferring, mortgaging, pledging, hypothecating or otherwise
disposing of any such stock under circumstances which would
constitute a public offering or distribution under the Securities
Act of 1933 or the securities laws of any state. No shares of
stock shall be issued upon the exercise of any option unless the
Corporation shall have received from the optionee a written
statement satisfactory to the Corporation, or its counsel,
containing the above agreements, acknowledgements and
representations, stating that certificates representing such
shares may bear a legend or legends restricting their transfer
<PAGE>
and stating that the Corporation's transfer agent or agents may
be given instructions to stop transfer of any certificate bearing
such legend or legends.
(g) No Rights As A Shareholder. No optionee shall have any right as a
shareholder with respect to any share subject to his option prior
to the date of issuance to him of a certificate for such share.
(h) No Rights To Continued Employment. The Plan and any option
granted under the Plan shall neither confer upon any optionee any
right with respect to continuance of employment by the
Corporation, nor shall it interfere in any way with the right of
the Corporation to terminate his employment at any time.
(i) Merger Or Sale Of Assets. If the Corporation or its stockholders
enter into an agreement to dispose of all, or substantially all,
of the assets or outstanding capital stock of the Corporation or
to transfer more than 90% of the capital stock of the Corporation
by means of a sale or liquidation, or a merger or reorganization
in which the Corporation or a business entity which is not owned
by the stockholders who own at least 50% of the Corporation's
outstanding capital stock immediately prior to such transaction
("Affiliate") is not the surviving corporation, the unexercised
portion of any option shall be terminated as of the effective
date of such sale, liquidation, merger or reorganization;
provided, however, that the Board shall give written notice of
the agreement to an optionee, and during the period beginning
when the optionee receives the notice and ending 60 days after
that notice date, the optionee shall have the right, conditioned
upon consummation of the contemplated sale, transfer or
transaction, to exercise his unexercised option(s) under the Plan
without regard to installment exercise limitations, if any;
provided further, that the option(s) may not be exercised after
the fixed period of the option(s). No rights shall arise under
this subsection as a result of a redemption by the Corporation or
Affiliate of capital stock of the Corporation which is triggered
by the death of one of the Corporation's shareholders or by the
execution of an agreement contemplating such a redemption.
6. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of options under the Plan, and the
obligation of the Corporation to sell and deliver shares under such options,
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Corporation shall not be required to issue or deliver any certificates for
shares of common stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any governmental body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable.
7. AMENDMENT AND DISCONTINUANCE.
The Board may amend, suspend or discontinue the Plan; provided,
however, that no action of the Board of Directors may (a) increase the number of
shares reserved for options pursuant to Section 2 or (b) permit the granting of
options which expire beyond the period provided for in Section 5(a). Without the
written consent of an optionee, no amendment or suspension of the Plan shall
alter or impair any option previously granted to him under the Plan.
<PAGE>
8. EFFECTIVE DATE.
The effective date of the Plan shall be 1 June 1996.
9. NAME OF THE PLAN.
The Plan shall be known as the MIACO Corporation Stock Option Plan.
10. EFFECT OF THE PLAN ON OTHER STOCK PLANS.
The adoption of the Plan shall have no effect on awards made or to be
made pursuant to other stock plans covering employees of the Corporation, a
parent corporation or any predecessors or successors thereto.
EXHIBIT 5.1
March 27, 1997
Computer Management Sciences, Inc.
8133 Baymeadows Way
Jacksonville, Florida 32256
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-8, filed today by Computer Management Sciences, Inc. (the "Company")
with the Securities and Exchange Commission, for the purpose of registering
under the Securities Act of 1933 an aggregate of 3,238,734 shares (the "Shares")
of the authorized Common Stock, par value $0.01 per share, of the Company being
offered to certain employees and non-employee directors of the Company pursuant
to the Company's 1995 Stock Incentive Plan, Non-Employee Director Stock Option
Plan, Incentive Stock Option Plan, 1985 Nonqualified Stock Option Plan, Miaco
Stock Option Plan (1991), and Miaco Stock Option Plan (1996) (the "Plans").
In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the Plans, duly authorized, validly issued, and fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HOLLAND & KNIGHT LLP
By:/s/ L. Kinder Cannon III
L. Kinder Cannon III
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
To: The Board of Directors
Computer Management Sciences, Inc.
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Jacksonville, Florida
March 24, 1997
EXHIBIT 23.3
Consent of Independent Certified Public Accountants
To: The Board of Directors
Computer Management Sciences, Inc.
We consent to the use of our reports incorporated herein by reference.
DELLINGER & DEESE, LLP
Charlotte, North Carolina
March 21, 1997
EXHIBIT 23.4
Consent of Independent Certified Public Accountants
To: The Board of Directors
Computer Management Sciences, Inc.
We consent to the use of our reports incorporated herein by reference.
WILLIAMS, COX, WEIDNER AND COX
Tallahassee, Florida
March 21, 1997
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
The undersigned constitutes and appoints Jerry W. Davis or Anthony V.
Weight, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign the Computer Management
Sciences, Inc. Registration Statement on Form S-8 and any and all amendments
thereto, 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 might or could in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1997 /s/Larry A. Longhi
------------------
Larry A. Longhi
<PAGE>
POWER OF ATTORNEY
The undersigned constitutes and appoints Jerry W. Davis or Anthony V.
Weight, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign the Computer Management
Sciences, Inc. Registration Statement on Form S-8 and any and all amendments
thereto, 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 might or could in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1997 /s/David C. Minardi
-------------------
David C. Minardi
<PAGE>
POWER OF ATTORNEY
The undersigned constitutes and appoints Jerry W. Davis or Anthony V.
Weight, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign the Computer Management
Sciences, Inc. Registration Statement on Form S-8 and any and all amendments
thereto, 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 might or could in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1997 /s/Edward W. Fishback, Jr.
Edward W. Fishback, Jr.
<PAGE>
POWER OF ATTORNEY
The undersigned constitutes and appoints Jerry W. Davis or Anthony V.
Weight, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign the Computer Management
Sciences, Inc. Registration Statement on Form S-8 and any and all amendments
thereto, 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 might or could in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1997 /s/Perry E. Esping
------------------
Perry E. Esping
<PAGE>
POWER OF ATTORNEY
The undersigned constitutes and appoints Jerry W. Davis or Anthony V.
Weight, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign the Computer Management
Sciences, Inc. Registration Statement on Form S-8 and any and all amendments
thereto, 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 might or could in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1997 /s/Harry C. Stonecipher
-----------------------
Harry C. Stonecipher
<PAGE>
POWER OF ATTORNEY
The undersigned constitutes and appoints Jerry W. Davis as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign the Computer Management Sciences, Inc. Registration
Statement on Form S-8 and any and all amendments thereto, 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 might or could in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1997 /s/Anthony V. Weight
--------------------
Anthony V. Weight
<PAGE>
POWER OF ATTORNEY
The undersigned constitutes and appoints Anthony V. Weight as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign the Computer Management Sciences, Inc. Registration
Statement on Form S-8 and any and all amendments thereto, 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 might or could in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: March 27, 1997 /s/Jerry W. Davis
-----------------
Jerry W. Davis
JAX1-213154.5
