-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HeWoSOx9+vgyWoeA8hwQJ3FUNTrl9YJsrnK7/6L2Mojfen75ZJJWX96HpFMMZA5V WvPQXuIfQv8FFLKpx/OsiQ== 0000102752-99-000027.txt : 19991210 0000102752-99-000027.hdr.sgml : 19991210 ACCESSION NUMBER: 0000102752-99-000027 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991209 EFFECTIVENESS DATE: 19991209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VSE CORP CENTRAL INDEX KEY: 0000102752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 540649263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-92427 FILM NUMBER: 99771600 BUSINESS ADDRESS: STREET 1: 2550 HUNTINGTON AVE CITY: ALEXANDRIA STATE: VA ZIP: 22303 BUSINESS PHONE: 7039604600 MAIL ADDRESS: STREET 1: 2550 HUNTINGTON AVENUE CITY: ALEXANDRIA STATE: VA ZIP: 22303-1499 FORMER COMPANY: FORMER CONFORMED NAME: VALUE ENGINEERING CO DATE OF NAME CHANGE: 19790612 S-8 1 As filed with the Securities and Exchange Commission on December 9, 1999 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 54-069263 (I.R.S. Employer Identification No.) 2550 Huntington Avenue Alexandria, Virginia 22303 (703) 960-4600 (Address of Principal Executive Offices, Including Zip Code) 1998 STOCK OPTION PLAN 1998 NON-EMPLOYEE DIRECTORS STOCK PLAN (Full Title of the Plans) Craig S. Weber VSE Corporation 2550 Huntington Avenue Alexandria, Virginia 22303 (Name and Address of Agent for Service) (703) 329-4770 (Telephone Number, Including Area Code, of Agent For Service) Copy to: Jeffrey E. Jordan, Esq. Arent Fox Kintner Plotkin & Kahn 1050 Connecticut Avenue, N.W. Washington, DC 20036-5339 _______________ - ------------------------------------------------------------------------------ Proposed Maximum Amount Price Aggregate Amount of Title of Securities To Be Offering Offering Registration To Be Registered Registered Per Share (1) Price (1) Fee - ------------------------------------------------------------------------------ Common Stock, $.05 par value 393,750 $8.6625 $3,410,860 $900.47 - ------------------------------------------------------------------------------ (1) Pursuant to Rule 457(h)(1), based on the average of the high and low prices reported in the NASDAQ National Market within five business days prior to the date of filing. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* *Information required by Part I to be contained in a Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. 2. The Registrant's quarterly report on Form 10-Q for the period ended March 31, 1999. 3. The Registrant's quarterly report on Form 10-Q for the period ended June 30, 1999. 4. The Registrant's quarterly report on Form 10-Q for the period ended September 30, 1999. 5. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year ended December 31, 1998. 6. Registrant's Form 8-A Registration Statement filed pursuant to Section 12 of the Exchange Act, containing a description of the Registrant's common stock ("Shares"), including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered 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 a 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 David M. Osnos, a director of the Registrant, is a partner in the law firm of Arent Fox Kintner Plotkin & Kahn. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A corporation shall not indemnify any person adjudged to be liable to the corporation in any action or suit by or in the right of the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for such expenses as it may deem proper. Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article Eleven of the Registrant's Restated Certificate of Incorporation provides for the elimination of personal liability of a director for breach of fiduciary duty as permitted by Section 102(b)(7) of the Delaware General Corporation Law, and Article VII, Section 7 of the Registrant's Bylaws provides that the Registrant shall indemnify its directors, officers, employees and agents to the extent permitted by Section 145 of the Delaware General Corporation Law. The Registrant has in effect a directors and officers liability insurance policy under which the directors and officers of the Registrant are insured against loss arising from claims made against them due to wrongful acts while acting in their individual and collective capacities as directors and officers, subject to certain exclusions. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index on page 8. Item 9. Undertakings. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registrant Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above 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 Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (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 Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant, unless in the opinion of its counsel the matter has been settled by controlling precedent, will submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 County of Fairfax, State of Virginia, on this 9th day of December, 1999. VSE CORPORATION By: /s/ Craig S. Weber ___________________________________ Craig S. Weber Senior Vice President and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Donald M. Ervine and Craig S. Weber, and each of them his true and lawful attorney-in-fact and agent with 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 Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to comply with the provisions of the Securities Act and all requirements of the Commission, hereby ratifying and confirming all that said attorney-in-fact or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated: Signatures Title Date /s/ Donald M. Ervine Chairman of the Board, December 6, 1999 Donald M. Ervine Chief Executive Officer and Director /s/ James M. Knowlton President, Chief December 6, 1999 James M. Knowlton Operating Officer and Director /s/ Thomas J. Corridon Senior Vice President December 6, 1999 Thomas J. Corridon Chief Financial Officer and Treasurer /s/ Craig S. Weber Senior Vice President December 6, 1999 Craig S. Weber and Secretary /s/ Bonnie K. Wachtel Director December 6, 1999 Bonnie K. Wachtel /s/ Calvin S. Koonce Director December 6, 1999 Calvin S. Koonce /s/ Jimmy D. Ross Director December 6, 1999 Jimmy D. Ross /s/ Robert J. Kelly Director December 6, 1999 Robert J. Kelly /s/ David M. Osnos Director December 6, 1999 David M. Osnos EXHIBIT INDEX Exhibit 4. Instruments defining the rights of security holders (a) The VSE Corporation 1998 Stock Option Plan, incorporated by reference from Appendix A to the Proxy Statement with respect to the Registrant's 1998 Annual Meeting filed with the Commission on April 7, 1998. (b) The VSE Corporation 1998 Non-Employee Directors Stock Plan, incorporated by reference from Appendix B to the Proxy Statement with respect to the Registrant's 1998 Annual Meeting filed with the Commission on April 7, 1998. 5. Opinion of Arent Fox Kintner Plotkin & Kahn re: validity of securities registered 23. Consents of experts and counsel (a) Consent of Arthur Andersen LLP (b) Consent of Arent Fox Kintner Plotkin & Kahn (counsel): included in exhibit 5 24. Power of Attorney: included on signature page. EX-4 2 Exhibit 4a VSE Corporation Summary with Respect to 1998 Stock Option Plan You have been granted an option to purchase shares of common stock of VSE Corporation (the "Company") pursuant to the VSE Corporation 1998 Stock Option Plan (the "Plan"). Set forth below is a summary of the material information regarding the Plan and its operations. You should refer to the actual Plan for further information with respect to the Plan's various terms and conditions. A copy of the Plan and the Company's latest annual report are attached to this summary. General Information. The Plan is administered by the Company's Board of Directors (the "Board"), provided that a majority of the members of the Board and a majority of the members of the Board who are acting on the administration of the Plan are Outside Directors, as that term is defined in the Plan. Alternatively, the Plan shall be administered by a committee of the Board composed of at least three directors, all of whom must be Outside Directors. The Plan permits the grant of options to purchase up to 343,750 shares of the Company's common stock. The Company may issue shares or may purchase shares in the over-the-counter market in order to satisfy option exercises. The Plan is not subject to the Employee Retirement Income Security Act of 1974. Resale Restrictions. The shares issuable upon exercise of an option granted under the Plan have been registered under the Securities Act of 1933, as amended (the "1933 Act"), and accordingly are freely resalable, subject to the following limitations. In order to comply with certain federal tax requirements, an employee who receives incentive stock options agrees to give the Company prompt notice of any shares disposed of within two years after the employee was granted the incentive stock option under which he acquired such stock or one year after the employee acquired such stock by exercising such incentive stock option. The notice shall provide the exact number of shares so disposed. Officers of the Company who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, must report to the Securities and Exchange Commission ("SEC") the receipt of an option, its exercise and the sale of the shares, on SEC Form 4 or Form 5, as appropriate. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933 This document is dated December 9, 1999 Officers of the Company who may be deemed to control the Company (which is generally understood to mean the ability to direct the Company's business, policies or other principal business affairs) may only sell shares in a transaction exempt from the provisions of the 1933 Act. Such an exemption is provided by Rule 144, which requires the filing of a notice with the SEC and compliance with certain limitations on the amount and timing of such sales. Federal Income Tax Consequences. The following is a summary of the federal income tax consequences relating to options granted under the Plan. The grant of a non-qualified option which does not have a readily ascertainable fair market value will have no immediate tax consequences to the recipient. The option holder will recognize upon exercise ordinary income equal to the excess, if any, of the fair market value of the shares at the time of exercise over the option exercise price. The taxable income recognized upon exercise of a non-qualified option will be treated as compensation income. When the shares received upon exercise of a non-qualified option are subsequently sold or exchanged in a taxable transaction, the holder thereof will generally recognize capital gain (or loss) in the amount by which the amount realized exceeds (or is less than) the fair market value of the shares that were included in income in connection with the exercise; the tax rates applicable to the capital gain or loss will depend on the holding period of the shares following the exercise of the non-qualified option. An optionee may pay the exercise price of a non-qualified option with shares of previously acquired common stock with an aggregate fair market value equal to the exercise price of the non-qualified option. An optionee who exercises a non-qualified option by delivering previously acquired common stock which was not previously acquired through the exercise of an incentive stock option will not recognize gain or loss with respect to the "exchange" of such previously acquired stock for new stock under the option. However, the optionee will recognize ordinary income to the extent the fair market value of the shares acquired exceeds the exercise price of the non-qualified option (as in the case of a regular exercise). The optionee's basis in and holding period for the previously acquired Common Stock surrendered will become the optionee's basis in and holding period for a corresponding number of shares acquired pursuant to the exercise of the non-qualified option. The optionee's basis in the other shares acquired will be equal to the fair market value of those shares when issued and the holding period for those shares will begin when they are issued to the optionee. This summary of the effect of the federal income tax consequences upon the participants in the Plan does not purport to be complete, and it is recommended that the participants consult their own tax advisors for counseling. The tax treatment under foreign, state or local law is not covered in this summary. In addition, tax laws are subject to change at any time. Additional Information. Additional information with respect to the Plan and its administration may be obtained from Mr. Craig S. Weber, at 2550 Huntington Avenue, Alexandria, Virginia 22303, telephone (703) 960-4600. Option holders may obtain from Mr. Weber, without charge, upon written or oral request, copies of the documents (i) incorporated by reference in Item 3 of Part II of the registration statement filed with the SEC with respect to the Plan (which include, among other things, the Company's annual report on Form 10-K and quarterly reports on Form 10-Q) and (ii) required to be delivered to participants pursuant to Rule 428(b). The documents referred to in (i) are incorporated by reference in the Section 10(a) prospectus, which is deemed to be a part of the registration statement. EX-4 3 Exhibit 4b VSE Corporation Summary with Respect to 1998 Non-Employee Directors Stock Plan You have been granted a right to purchase shares of common stock of VSE Corporation (the "Company") pursuant to the VSE Corporation 1998 Non-Employee Directors Stock Plan (the "Plan"). Set forth below is a summary of the material information regarding the Plan and its operations. You should refer to the actual Plan for further information with respect to the Plan's various terms and conditions. A copy of the Plan and the Company's latest annual report are attached to this summary. General Information. The Plan is administered by the Company's Board of Directors (the "Board"). The Plan permits the grant of up to 50,000 shares of the Company's common stock. The Company may issue shares of common stock or may purchase shares in the over-the-counter market in order to satisfy share issuances. The Plan is not subject to the Employee Retirement Income Security Act of 1974. Resale Restrictions. The shares issuable under the Plan have been registered under the Securities Act of 1933, as amended (the "1933 Act"), and accordingly are freely resalable, subject to the following limitations. Directors and officers of the Company who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, must report to the Securities and Exchange Commission ("SEC") the receipt of the shares, on SEC Form 4 or Form 5, as appropriate. Directors and officers of the Company who may be deemed to control the Company (which is generally understood to mean the ability to direct the Company's business, policies or other principal business affairs) may only sell shares in a transaction exempt from the provisions of the 1933 Act. Such an exemption is provided by Rule 144, which requires the filing of a notice with the SEC and compliance with certain limitations on the amount and timing of such sales. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933 This document is dated December 9, 1999 Federal Income Tax Consequences. The following is a summary of the federal income tax consequences relating to shares issued under the Plan. Under the present provisions of the Internal Revenue Code, a non-employee director will realize taxable compensation equal to the value of any cash received plus the value of the shares of common stock delivered in payment of his or her annual retainer. The tax basis for such shares will equal the number of the shares received multiplied by the fair market value of the shares on the date of the allocation. If such shares are subsequently sold, the non-employee director will realize a capital gain (or loss) equal to an amount which the proceeds of the sale exceed (or are less than) the basis for such common stock. The Company will generally be entitled to a tax deduction in the amount of the taxable compensation realized by the non- employee director. This summary of the effect of the federal income tax consequences upon the participants in the Plan does not purport to be complete, and it is recommended that the participants consult their own tax advisors for counseling. The tax treatment under foreign, state or local law is not covered in this summary. In addition, tax laws are subject to change at any time. Additional Information. Additional information with respect to the Plan and its administration may be obtained from Mr. Craig S. Weber, at 2550 Huntington Avenue, Alexandria, Virginia 22303, telephone (703) 960-4600. Plan participants may obtain from Mr. Weber, without charge, upon written or oral request, copies of the documents (i) incorporated by reference in Item 3 of Part II of the registration statement filed with the SEC with respect to the Plan (which include, among other things, the Company's annual report on Form 10-K and quarterly reports on Form 10-Q) and (ii) required to be delivered to participants pursuant to Rule 428(b). The documents referred to in (i) are incorporated by reference in the Section 10(a) prospectus, which is deemed to be a part of the registration statement. EX-23 4 Exhibit 23a Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 5, 1999, included in VSE Corporation's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Vienna, VA December 9, 1999 EX-5.EX-23 5 Exhibit 5 December 9, 1999 The Board of Directors VSE Corporation 2550 Huntington Avenue Alexandria, Virginia 22303 Gentlemen: We have acted as counsel to VSE Corporation, a Delaware corporation (the "Company"), with respect to the Company's Registration Statement on Form S-8, filed by the Company with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 393,750 shares of Common Stock, par value $.05 per share (the "Shares"), (1) 343,750 Shares of which are subject to the VSE Corporation 1998 Stock Option Plan and (2) 50,000 Shares of which are subject to the VSE Corporation 1998 Non-Employee Directors Stock Plan. Both the VSE Corporation 1998 Stock Option Plan and the VSE Corporation 1998 Non-Employee Directors Stock Plan are collectively referred to as the "Plans." As counsel to the Company, we have examined such records and documents of the Company, as well as relevant statutes, regulations, published rulings and such questions of law, as we considered necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the 393,750 Shares subject to the Plans when issued or delivered and paid for in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm in the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations thereunder. Very truly yours, /s/ ARENT FOX KINTNER PLOTKIN & KAHN -----END PRIVACY-ENHANCED MESSAGE-----