As filed with the Securities and Exchange Commission on September 23, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DELTEK, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 54-1252625 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
13880 Dulles Corner Lane
Herndon, VA 20171
Tel: (703) 734-8606
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Deltek, Inc. Amended and Restated 2007 Stock Incentive and Award Plan
(Full title of the plan)
David R. Schwiesow
Senior Vice President, General Counsel and Secretary
Deltek, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171
Telephone: (703) 885-9933
Facsimile: (703) 880-0260
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
Wm. David Chalk
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
Telephone: (410) 580-4120
Facsimile: (410) 580-3120
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):
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| Large accelerated filer | | ¨ | | Accelerated filer | | x |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered | | Amount to be
Registered | | Proposed Maximum Offering Price Per Share | | Proposed Maximum
Aggregate Offering Price | | Amount of Registration Fee |
Common Stock, par value $0.001 per share | | 1,140,000 (1) | | $7.94 (2) | | $9,051,600 | | $645.38 |
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| (1) | The Registrant previously registered shares of Common Stock to be offered or issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (the “2007 Plan”) on Form S-8 (File Nos. 333-147069, 333-158389 and 333-165099). This registration statement on Form S-8 covers additional shares of Common Stock to be offered or issued pursuant to the 2007 Plan, which is now entitled “Deltek, Inc. Amended and Restated 2007 Stock Incentive and Award Plan”. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 shall also cover an indeterminate number of shares of Common Stock that may be offered or issued under the 2007 Plan, as amended and restated, by reason of stock splits, stock dividends or similar transaction. |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on September 21, 2010. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Form S-8 only. |
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of the Registration Statements filed by the Registrant with the Securities and Exchange Commission (the “Commission”) (File No. 333-147069, 333-158389 and 333-165099), with respect to securities offered pursuant to the 2007 Plan are hereby incorporated by reference.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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EXHIBITS
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Exhibit
Number | | Description of Documents |
| |
| 4.1 | | Certificate of Incorporation of Deltek, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.2 | | Amended and Restated Bylaws of Deltek, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.3 | | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.4 | | Shareholders’ Agreement, dated as of April 22, 2005, among Deltek Systems, Inc., the deLaski Shareholders and the persons listed on the signature pages thereto (and for purposes of Sections 3.3 and 3.4, New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P. and Allegheny New Mountain Partners, L.P.) (incorporated by reference to Exhibit 9.1 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.5 | | Form of Joinder Agreement to the Shareholders’ Agreement (incorporated by reference to Exhibit 9.2 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.6 | | Form of Director Shareholder’s Agreement (incorporated by reference to Exhibit 9.3 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.7 | | Form of Optionee Shareholder’s Agreement (incorporated by reference to Exhibit 9.4 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.8 | | Joinder Agreement to the Shareholder’s Agreement between Kevin T. Parker and Deltek Systems, Inc., dated December 29, 2005 (incorporated by reference to Exhibit 9.5 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.9 | | Amendment No. 1 to Shareholder’s Agreement between Deltek Systems, Inc. and Joseph M. Kampf, dated September 14, 2006 (incorporated by reference to Exhibit 9.6 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.10 | | Form of 2007 Optionee Shareholder’s Agreement (incorporated by reference to Exhibit 9.7 to the Registrant’s Amendment No. 1 to Form S-1 (Registration No. 333-142737) filed on August 21, 2007) |
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| 4.11 | | Form of Amendment to Director Shareholder’s Agreement (incorporated by reference to Exhibit 9.8 to the Registrant’s Amendment No. 1 to Form S-1 (Registration No. 333-142737) filed on August 21, 2007) |
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| 4.12 | | Form of Amendment No. 1 to the Shareholder’s Agreement (incorporated by reference to Exhibit 9.9 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.13 | | Deltek, Inc. Amended and Restated 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2010) |
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| 4.14 | | Form of Stock Option Agreements for Director (four-year vesting) and Employee issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.84 from the Registrant’s Registration Statement on Form S-1 (333-142737) filed on August 21, 2007) |
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| 4.15 | | Form of Director Stock Option Agreement (one-year vesting) issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.16 | | Form of Officer Stock Option Agreement issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.17 | | Form of Officer Restricted Stock Agreement (four-year vesting) issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.18 | | Form of Officer Restricted Stock Agreement (two-year vesting) issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 5.1* | | Opinion of DLA Piper LLP (US) |
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| 23.1* | | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
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| 23.2* | | Consent of DLA Piper LLP (US) (included in the opinion filed as Exhibit 5.1) |
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| 24.1 | | Power of Attorney (included on signature page) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on this September 23, 2010.
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| DELTEK, INC. |
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| By: | | /s/ Kevin T. Parker |
| | KEVIN T. PARKER |
| | Chairman, President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that each director of DELTEK, INC. whose signature appears below hereby appoints Kevin T. Parker and David R. Schwiesow and each of them severally, acting alone and without the other, his/her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments and any additional registration statement pursuant to General Instruction E of Form S-8, to this Registration Statement on Form S-8, and to sign any and all additional registration statements relating to the same offering of securities of this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Name and Signature | | | | Title | | Date |
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/s/ Kevin T. Parker | | | | Chairman, President and | | September 23, 2010 |
| Kevin T. Parker | | | | Chief Executive Officer | | |
| | | | (Principal Executive Officer) | | |
| | | |
/s/ Michael Corkery | | | | Executive Vice President, Chief Financial | | September 23, 2010 |
| Michael Corkery | | | | Officer and Treasurer | | |
| | | | (Principal Financial Officer) | | |
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/s/ Michael Krone | | | | Senior Vice President, Corporate Controller | | September 23, 2010 |
| Michael Krone | | | | and Assistant Treasurer | | |
| | | | (Principal Accounting Officer) | | |
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A majority of the Board of Directors:
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/s/ Nanci E. Caldwell | | | | Nanci E. Caldwell | | September 23, 2010 |
| Nanci E. Caldwell | | | | (Director) | | |
| | | |
/s/ Edward R. Grubb | | | | Edward R. Grubb | | September 23, 2010 |
Edward R. Grubb | | | | (Director) | | |
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/s/ Joseph M. Kampf | | | | Joseph M. Kampf | | September 23, 2010 |
| Joseph M. Kampf | | | | (Director) | | |
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| | | | Steven B. Klinsky | | September , 2010 |
| Steven B. Klinsky | | | | (Director) | | |
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/s/ Thomas M. Manley | | | | Thomas M. Manley | | September 23, 2010 |
| Thomas M. Manley | | | | (Director) | | |
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/s/ Albert A. Notini | | | | Albert A. Notini | | September 23, 2010 |
| Albert A. Notini | | | | (Director) | | |
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/s/ Janet R. Perna | | | | Janet R. Perna | | September 23, 2010 |
| Janet R. Perna | | | | (Director) | | |
| | | |
/s/ Alok Singh | | | | Alok Singh | | September 23, 2010 |
| Alok Singh | | | | (Director) | | |
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EXHIBIT INDEX
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Exhibit Number | | Description of Documents |
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| 4.1 | | Certificate of Incorporation of Deltek, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.2 | | Amended and Restated Bylaws of Deltek, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.3 | | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.4 | | Shareholders’ Agreement, dated as of April 22, 2005, among Deltek Systems, Inc., the deLaski Shareholders and the persons listed on the signature pages thereto (and for purposes of Sections 3.3 and 3.4, New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P. and Allegheny New Mountain Partners, L.P.) (incorporated by reference to Exhibit 9.1 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.5 | | Form of Joinder Agreement to the Shareholders’ Agreement (incorporated by reference to Exhibit 9.2 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.6 | | Form of Director Shareholder’s Agreement (incorporated by reference to Exhibit 9.3 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.7 | | Form of Optionee Shareholder’s Agreement (incorporated by reference to Exhibit 9.4 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.8 | | Joinder Agreement to the Shareholder’s Agreement between Kevin T. Parker and Deltek Systems, Inc., dated December 29, 2005 (incorporated by reference to Exhibit 9.5 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.9 | | Amendment No. 1 to Shareholder’s Agreement between Deltek Systems, Inc. and Joseph M. Kampf, dated September 14, 2006 (incorporated by reference to Exhibit 9.6 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.10 | | Form of 2007 Optionee Shareholder’s Agreement (incorporated by reference to Exhibit 9.7 to the Registrant’s Amendment No. 1 to Form S-1 (Registration No. 333-142737) filed on August 21, 2007) |
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| 4.11 | | Form of Amendment to Director Shareholder’s Agreement (incorporated by reference to Exhibit 9.8 to the Registrant’s Amendment No. 1 to Form S-1 (Registration No. 333-142737) filed on August 21, 2007) |
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| 4.12 | | Form of Amendment No. 1 to the Shareholder’s Agreement (incorporated by reference to Exhibit 9.9 to the Registrant’s Form S-1 (Registration No. 333-142737) filed on May 8, 2007) |
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| 4.13 | | Deltek, Inc. Amended and Restated 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2010) |
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| 4.14 | | Form of Stock Option Agreements for Director (four-year vesting) and Employee issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.84 from the Registrant’s Registration Statement on Form S-1 (333-142737) filed on August 21, 2007) |
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| 4.15 | | Form of Director Stock Option Agreement (one-year vesting) issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.16 | | Form of Officer Stock Option Agreement issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.17 | | Form of Officer Restricted Stock Agreement (four-year vesting) issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 4.18 | | Form of Officer Restricted Stock Agreement (two-year vesting) issued pursuant to the Deltek, Inc. 2007 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed March 12, 2010) |
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| 5.1* | | Opinion of DLA Piper LLP (US) |
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| 23.1* | | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
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| 23.2* | | Consent of DLA Piper LLP (US) (included in the opinion filed as Exhibit 5.1) |
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| 24.1 | | Power of Attorney (included on signature page) |
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