AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2002
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ON-SITE SOURCING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1648470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
832 NORTH HENRY STREET
ALEXANDRIA, VIRGINIA 22314
(Address of Principal Executive Offices, including Zip Code)
2001 BROAD BASED OPTION PLAN
(Full title of the plan)
CHRISTOPHER J. WEILER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ON-SITE SOURCING, INC.
832 NORTH HENRY STREET
ALEXANDRIA, VIRGINIA 22314
(Name and address of agent for service)
(703) 276-6825
(Telephone number, including area code, of agent for service)
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With a copy to:
R. SCOTT KILGORE, ESQ.
WILMER, CUTLER & PICKERING
1600 TYSONS BOULEVARD
TYSONS CORNER, VA 22102
(703) 251-9700
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of registration
be registered registered per share price fee (1)
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Common Stock, par value 250,000 $2.79 $698,460 $64.26
$0.01 per share
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(1) In accordance with Rule 457(c) and (h), the aggregate offering price and the
amount of the registration fee computed on the basis (a) for 153,500 ungranted
options issuable pursuant to the 2001 Broad Based Option Plan (the "2001 Plan"),
a per share exercise price of $3.01 per share, which is equal to the average of
the high and low prices reported in the Nasdaq Stock Market on January 30,
2002, and (b) for 96,500 options previously granted pursuant to the 2001 Plan,
the weighted average per share exercise price of $2.45 per share. Also
registered hereunder are such additional number of shares of Common Stock,
presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the 2001 Plan to which this registration statement relates.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. On-Site Sourcing, Inc. (the "Registrant" or the
"Company") will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the documents listed in
(a) through (d) below. In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold) will 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.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on April 2, 2001 (as amended on
Form 10-K/A filed with the Commission on May 8, 2001).
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 (which included the text of the 2001 Plan that is
the subject of this registration statement) and September 30, 2001, as filed
with the Commission on May 15, 2001, August 14, 2001 and November 14, 2001,
respectively.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2000.
(d) The description of the Common Stock of the Company that is
incorporated by reference in the Company's registration statement on Form 8-A
filed on June 27, 1996, pursuant to Section 12(g) of the Exchange Act, including
any amendment or report filed for the purpose of updating such information.
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 Certificate of Incorporation and bylaws of the Company provide that
the Company will indemnify, to the fullest extent permitted by applicable law,
its directors and officers, whether serving the Company or another corporation
at the request of the Company, against all liability and loss suffered and
expenses reasonably incurred by such persons. The Delaware General Corporation
Law contains certain provisions which establish that a
Delaware corporation may indemnify any officer or director made party to any
proceeding by reason of service in that capacity unless it is established that
the director or officer (i) did not act in good faith and in a manner reasonably
believed to be in the best interests of the Company; or (ii) with respect to a
criminal proceeding, had reasonable cause to believe his act was unlawful. As
permitted by the Delaware General Corporation Law, the bylaws of the Company
also provide that the Company will advance expenses prior to the disposition of
any proceeding provided the Company receives an undertaking by the director or
officer to repay the expenses advanced if it is ultimately determined that the
director or officer is not entitled to be indemnified.
The Company maintains a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibit Index attached to this registration statement is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
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 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 undersigned registrant hereby 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 provisions set forth in Item 6, 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 will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 County of Arlington, Commonwealth of Virginia, on
this 29th day of January, 2002.
ON-SITE SOURCING, INC.
By: /s/ Christopher J. Weiler
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Christopher J. Weiler
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Christopher J. Weiler and Jason Parikh, and each of them, with full power of
substitution and resubstitution and each with full power to act without the
other, his true and lawful attorney-in-fact and agent, 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 and any
related Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission or any state, granting unto said attorneys-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 in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or 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.
Date: January 29, 2002 By: /s/ Christopher J. Weiler
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Christopher J. Weiler
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: January 29, 2002 By: /s/ Jason Parikh
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Jason Parikh
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: January 29, 2002 By: /s/ Charles B. Millar
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Charles B. Millar
Director and Chairman of the Board
Date: January 29, 2002 By: /s/ Jorge R. Forgues
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Jorge R. Forgues
Director
Date: January 29, 2002 By: /s/ Denis Seynhaeve
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Denis Seynhaeve
Director
Date: January 29, 2002 By: /s/ Michael D. Brant
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Michael D. Brant
Director
Date: January 29, 2002 By: /s/ Clifford Kendall
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Clifford Kendall
Director
Date: January 29, 2002 By: /s/ Michael Meyer
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Michael Meyer
Director
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4 2001 Broad Based Option Plan (1)
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the securities
being registered
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)
23.2 Consent of Reznick Fedder & Silverman, P.C.
24 Power of attorney (included on signature pages of this registration statement)
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2001, as filed with the Commission on
August 14, 2001.