As filed with the Securities and Exchange Commission on December 23, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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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
AND
COMPUTER MANAGEMENT SCIENCES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
(Full title of the plan)
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Copies of all communications to:
Anthony V. Weight
Cheif Executive Officer 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(1) per unit(2) offering price(2) fee(2)
- --------------------------------- ----------------------- ------------------ ------------------ ------------------
Common Stock, 2,460,059 shares $15.3125 $37,669,653 $10,472
par value
$0.01 per share. . . . . .
- --------------------------------- ----------------------- ------------------ ------------------ ------------------
</TABLE>
(1) Of the 2,460,059 shares of Common Stock being registered hereunder,
1,000,000 shares of Common Stock are reserved for issuance pursuant to
the Computer Management Sciences, Inc. 1995 Stock Incentive Plan and
1,460,059 are held by the Computer Management Sciences, Inc. Employee
Stock Ownership Plan and Trust (the "ESOP") for distribution
thereunder.
(2) 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 on December 21, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information called for in Part I of Form
S-8 will be provided to participants in the Computer Management Sciences, Inc.
(i) Amended 1995 Stock Incentive Plan, and (ii) Employee Stock Ownership Plan
and Trust. Such information is not being filed with or included in this
Registration Statement in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission (Commission File No. 0-26622) and all documents subsequently filed by
it pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated by reference in
this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(c) Definitive Proxy Statement filed April 30, 1998, as amended May 22,
1998;
(d) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998;
(e) Quarterly Report on Form 10-Q for the quarter ended September 30,
1998;
(f) All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Exchange Act since December 31, 1997; and
(g) 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.
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
II-1
<PAGE>
believe his or her conduct was lawful or had no reasonable cause to believe it
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.
ITEM 8. EXHIBITS.
In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA or an Internal Revenue Service ("IRS") determination
letter that the ESOP is qualified under Section 401 of the Internal Revenue
Code, the undersigned registrant hereby undertakes to submit the ESOP and all
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS in order to qualify the ESOP.
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)).
4.4(a) Amendment to Computer Management Sciences, Inc. 1995 Stock
Incentive Plan, dated October 1, 1998.
4.5 Computer Management Sciences, Inc. Employee Stock Ownership
Plan and Trust (incorporated by reference to Exhibit 10.6 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)).
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, PLLC.
23.4 Consent of Williams, Cox, Weidner and Cox.
23.5 Consent of Ehrhardt Keefe Steiner & Hottman PC
24.1 Power(s) of Attorney (included on the signature page to this
Registration Statement).
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<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.
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<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 December 23, 1998.
COMPUTER MANAGEMENT SCIENCES, INC.
By:/s/ Anthony Colaluca
Anthony Colaluca, Vice President and
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby 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 any and all amendments (including post-effective
amendments) to this Form S-8 Registration Statement of Computer Management
Sciences, Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grants to such 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,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
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, December 23, 1998
Jerry W. Davis Chief Executive Officer, and Director
/s/Anthony V. Weight Acting Chief Executive December 23, 1998
Anthony V. Weight Officer and Director
(Principal Executive Officer)
/s/Larry A. Longhi Senior Vice President and Director December 23, 1998
Larry A. Longhi
/s/Harry C. Stonecipher Director December 23, 1998
Harry C. Stonecipher
/s/Theodore L. Weise Director December 23, 1998
Theodore L. Weise
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
and Description
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)).
4.4(a) Amendment to Computer Management Sciences, Inc.,
1995 Stock Incentive Plan dated October 1, 1998.
4.5 Computer Management Sciences, Inc. Employee Stock
Ownership Plan and Trust (incorporated by reference
to Exhibit 10.6 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)).
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, PLLC.
23.4 Consent of Williams, Cox, Weidner and Cox.
23.5 Consent of Ehrhardt Keefe Steiner & Hottman PC
24.1 Power(s) of Attorney (included on the signature page
to this Registration Statement).
EXHIBIT 4.4(a)
Section 5.1 of the Company's 1995 Stock Incentive Plan is amended and restated
in its entirety as follows:
"5.1 The aggregate number of Shares which may be issued under the Plan
shall be 1,956,250 Shares."
EXHIBIT 5.1
December 23, 1998
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 2,460,059 shares (the "Shares")
of the authorized Common Stock, par value $0.01 per share, of the Company being
offered to certain employees of the Company pursuant to the Company's 1995 Stock
Incentive Plan, as amended October 1, 1998, and Employee Stock Ownership Plan
and Trust (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
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
The Board of Directors
Computer Management Sciences, Inc.
We consent to the use of our reports incorporated herein by reference.
Jacksonville, Florida
December 21, 1998
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, PLLC
Charlotte, North Carolina
December 21, 1998
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
December 21, 1998
EXHIBIT 23.5
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.
EHRHARDT KEEFE STEINER & HOTTMAN PC
Denver, Colorado
December 21, 1998
