As filed with the Securities and Exchange Commission on March 7, 2003
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Registration No. 333-38034
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DYNCORP
(Exact name of Registrant as specified in its charter)
Delaware 36-2408747
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11710 Plaza America Drive
Reston, Virginia 20190
(Address of principal executive offices, including zip code)
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DYNCORP 1999 LONG TERM INCENTIVE PLAN
(Full title of the plan)
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H. Montgomery Hougen
Vice President and Secretary, Deputy General Counsel
DYNCORP
11710 Plaza America Drive
Reston, Virginia 20190
(703) 316-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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DEREGISTRATION OF SECURITIES
On May 26, 2000, DynCorp, a Delaware corporation (the "Registrant")
filed with the Commission a Registration Statement on Form S-8 (Registration No.
333-38034) registering an aggregate of 800,000 shares of the Registrant's common
stock, par value $.10 per share, issuable pursuant to the Registrant's 1999
Long-Term Incentive Plan (the "Plan"). In connection with the Agreement and Plan
of Merger, dated February 7, 2003, among the Registrant, Computer Sciences
Corporation, a Delaware Corporation, and Garden Acquisition LLC, a Delaware
limited liability company and wholly-owned subsidiary of Computer Sciences
Corporation, the Plan has been terminated. At the time of termination, 32,080
shares of Common Stock had been issued by the Registrant to participants under
the Plan. This Post-Effective Amendment No. 1 to Form S-8 is being filed to
deregister the remaining 796,720 shares of common stock, which are no longer
available to participants under the Plan.
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 Post-Effective
Amendment No. 1 to Registration Statement No. 333-3084 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Reston,
State of Virginia, on this 7th day of March, 2003.
DYNCORP
By: /s/ H. Montgomery Hougen
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Vice President, Deputy General Counsel
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Paul V. Lombardi* President, Chief Executive Officer March 7, 2003
- ------------------------- and Director (Principal Executive
Paul V. Lombardi Officer)
/s/ Patrick C. Fitzpatrick* Senior Vice President and Chief March 7, 2003
- -------------------------- Financial Officer (Principal
Patrick C. Fitzpatrick Financial Officer)
/s/ David L. Reichardt * Senior Vice President, General March 7, 2003
- -------------------------- Counsel and Director
David L. Reichardt
/s/ John J. Fitzgerald * Vice President and Controller March 7, 2003
- -------------------------- (Principal Accounting Officer)
John J. Fitzgerald
/s/ Dan R. Bannister* Director March 7, 2003
- --------------------------
Dan R. Bannister
/s/ T. Eugene Blanchard* Director March 7, 2003
- --------------------------
T. Eugene Blanchard
Director March 7, 2003
- --------------------------
Michael P.C. Carns
/s/ Paul G. Kaminski * Director March 7, 2003
- --------------------------
Paul G. Kaminski
/s/ Dudley C. Mecum II* Director March 7, 2003
- --------------------------
Dudley C. Mecum II
/s/ H. Brian Thompson* Director March 7, 2003
- --------------------------
H. Brian Thompson
/s/ Herbert S. Winokur, Jr.* Director March 7, 2003
- --------------------------
Herbert S. Winokur, Jr.
*By: /s/ H. Montgomery Hougen
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H. Montgomery Hougen
Attorney-in-fact