As Filed With the Securities and Exchange Commission June 30, 2000
Registration No.333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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EMERGENT INFORMATION TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
California 33-0080929
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4695 MacArthur Court, Eighth Floor, Newport Beach, California 92660
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(Address of Principal Executive Offices) (Zip Code)
EMERGENT INFORMATION TECHNOLOGIES, INC.
AMENDED 1997 STOCK OPTION PLAN
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(Full title of the plan)
Michael A. Piraino
Chief Executive Officer and President
EMERGENT INFORMATION TECHNOLOGIES, INC.
4695 MacArthur Court, Eighth Floor
Newport Beach, California 92660
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(Name and address of agent for service)
(949) 975-1550
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(Telephone number, including area code, of agent for service)
COPY TO:
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Thomas J. Crane, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, Fourteenth Floor
Costa Mesa, California 92626
(714) 641-5100
Calculation of Registration Fee
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Proposed Proposed
Title of securities to be Amount to be maximum offering maximum aggregate Amount of
registered registered/(1)/ price per unit offering price /(2)/ registration fee
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Common Stock, no par value. 1,500,000 Shares $ 2.25 $3,375,000.00 $ 891.00
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(1) Emergent Information Technologies, Inc., formerly known as SM&A Corporation
(the "Registrant"), has previously registered 2,500,000 shares of its Common
Stock under its Amended 1997 Stock Option Plan with the Securities and
Exchange Commission. This amount covers 1,500,000 additional shares
available for issuance under the Registrant's Amended 1997 Stock Option
Plan.
(2) Computed pursuant to Rules 457(c) and 457(h) on the basis of the average of
the high and low sales price reported on the NASDAQ National Market on
June 29, 2000.
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REGISTRATION OF ADDITIONAL SECURITIES
By a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on April 24, 1998, Registration No. 333-
50887 (the "Original Registration Statement"), Emergent Information
Technologies, Inc., formerly known as SM&A Corporation (the "Registrant"),
previously registered 1,500,000 shares of the Common Stock of the Registrant
reserved for issuance from time to time in connection with the Amended 1997
Stock Option Plan (the "Plan"). By a Registration Statement on Form S-8 filed
with the Commission on July 30, 1999, Registration No. 333-84107 (the "Second
Registration Statement"), the Registrant registered an additional 1,000,000
shares of its Common Stock reserved for issuance from time to time under the
Plan, as amended (the Plan, as amended, hereinafter referred to as the "Plan").
The Plan authorizes the issuance of up to 4,000,000 shares of Common Stock.
Under this Registration Statement, the Registrant is registering the additional
1,500,000 shares of Common Stock issuable under the Plan. The contents of the
Original Registration Statement are incorporated by reference herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.
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Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
ITEM 2. Registrant Information and Employee Plan Annual Information.
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Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in this Registration
Statement:
(a) Registrant's Annual Report on Form 10-K (File No. 0-23585) for the
fiscal year ended December 31, 1999, filed with the Commission on April 7, 2000,
as amended by Form 10-K/A filed with the Commission on April 26, 2000, and
amended by Form 10-K/A filed with the Commission on June 5, 2000.
(b) Registrant's Proxy Statement filed with the Commission on May 19, 2000
in connection with the Registrant's Annual Meeting of Shareholders held on June
6, 2000.
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000, filed with the Commission on May 15, 2000.
(d) Registrant's Current Report on Form 8-K, filed with the Commission on
May 26, 2000.
(e) Registrant's Current Report on Form 8-K, filed with the Commission on
May 5, 2000.
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(f) All reports of the Registrant filed pursuant to Section 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the fiscal year ended December 31, 1999;
(g) The description of the Registrant's securities contained in the
Registrant's registration statement on Form 8-A, as amended (File No. 000-
23585), filed under the Exchange Act on January 27, 1998, together with any
amendment or report filed pursuant to such Exchange Act amending or updating
such description.
(h) Information concerning options issued under the Plan, including the
amounts outstanding, exercises, prices and expiration dates, which will be
included in the future, either in the Registrant's proxy statements, annual
reports or appendices to this Registration Statement.
All reports and other 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 hereby have been sold, or which deregisters all securities remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and shall be a part hereof from the date of filing such documents.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
The Registrant shall provide without charge to each Participant for whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in the Registration Statement. Such requests should be directed to: Chief
Financial Officer, Emergent Information Technologies, Inc., 4695 MacArthur
Court, Eighth Floor, Newport Beach, California 92660, (949) 975-1550.
ITEM 4. Description of Securities.
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Not Applicable
ITEM 5. Interests of Named Experts and Counsel.
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Not Applicable
ITEM 6. Indemnification of Directors and Officers.
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The contents of the Original Registration Statement pertaining to this Item
are hereby incorporated by reference.
ITEM 7. Exemption from Registration Claimed.
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Not Applicable
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ITEM 8. Exhibits.
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4.1 Emergent Information Technologies, Inc. Amended 1997 Stock Option
Plan and form of Stock Option Agreement thereunder.
5 Opinion of Rutan & Tucker, LLP.
23.1 Consent of Rutan & Tucker, LLP (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see p. 7).
ITEM 9. Undertakings.
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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 (unless the information
required by paragraphs (i) and (ii) below 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):
(i) To include any prospectus required by Section 10(a)(3) of
the Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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; and
(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.
(2) That, for the purpose of determining any liability under the 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 the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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 the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
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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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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 Newport Beach, State of California, on June 29, 2000.
EMERGENT INFORMATION TECHNOLOGIES, INC.
a California corporation
By:/s/ Michael A. Piraino
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Michael A. Piraino, Chief Executive Officer,
President, Acting Chief Financial Officer
and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven S. Myers and Michael A. Piraino,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his name, place or stead, in any
and all capacities, to sign any amendment to this Registration Statement on Form
S-8, and to file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
each 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 in and about the
premises, as fully as he might or could do in person, and ratifying and
confirming all that the attorneys-in-fact and agents, or his substitute or
substitutes, may 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, including a
majority of the Board of Directors, in the capacities and on the date indicated.
Signature Title Date
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/s/ Steven S. Myers Chairman of the Board June 29, 2000
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Steven S. Myers
/s/ Michael A. Piraino Chief Executive Officer, President, June 29, 2000
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Michael A. Piraino Acting Chief Financial Officer,
Secretary, President and Director
(Principal Executive Officer, Principal
Financial Officer)
/s/ Michael N. Okada Chief Accounting Officer (Principal June 29, 2000
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Michael N. Okada
Accounting Officer)
/s/ J. Christopher Lewis Director June 29, 2000
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J. Christopher Lewis
/s/ Vincent C. Smith Director June 29, 2000
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Vincent C. Smith
/s/ Joseph B. Fuller Director June 16, 2000
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Joseph B. Fuller
/s/ Luther J. Nussbaum Director June 29, 2000
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Luther J. Nussbaum
/s/ Albert S. Nagy Director June 15, 2000
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Albert S. Nagy
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EXHIBITS INDEX
4.1 Emergent Information Technologies, Inc. Amended 1997 Stock Option Plan and
form of Stock Option Agreement thereunder
5 Opinion of Rutan & Tucker, LLP
23.1 Consent of Rutan & Tucker, LLP (included in Exhibit 5)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (see p. 7)
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