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Technology Stocks : OAO Technology Solutions, Inc. (OAOT) -- Ignore unavailable to you. Want to Upgrade?

To: llwk7051@aol.com who wrote (9)	6/26/1998 12:58:00 PM
From: John Arnopp	Respond to of 31

From the OAOT prospectus, page 51: CERTAIN TRANSACTIONS Pursuant to the terms of a stock purchase agreement dated April 8, 1996 (the "1996 Purchase") among the Company, OAO Corporation, OAO Services, Inc. ("OAO Services") and Safeguard, Safeguard purchased from the Company 5,000,000 shares of the Company's Common Stock for an investment in the Company of $5.0 million plus a payment of an additional $5.0 million to OAO Services, a subsidiary of OAO Corporation, in return for a grant by OAO Services to the Company of an option (the "OAO Services Option") to purchase all of the shares of common stock of OAO Services at an exercise price based on revenues and earnings levels of OAO Services for the 12 months prior to the date of exercise. In addition, Safeguard granted to Cecile D. Barker, the majority owner of OAO Corporation and a director and significant stockholder of the Company, an option exercisable for 1,000,000 shares of Common Stock held by Safeguard for an aggregate exercise price of $2,000 (the "Barker Option"). The Barker Option was granted at the time of Safeguard's investment by Safeguard to Barker, as a shareholder-to-shareholder transaction. This option was to become exercisable upon the achievement of certain milestones and was intended to serve as an earnout feature between these two shareholders. Pursuant to the terms of the 1996 Purchase, Safeguard, William R. Hill and Cecile D. Barker were granted certain registration rights with respect to their shares of Common Stock in the Company. See "Shares Eligible for Future Sale-- Registration Rights." Pursuant to the terms of a Stock Purchase Agreement dated as of July 11, 1997 between Safeguard and Cecile D. Barker, Safeguard purchased 1,000,000 shares of Common Stock from Mr. Barker for $4.2 million. Contemporaneous with the consummation of this transaction, Mr. Barker exercised the Barker Option. In addition, pursuant to the terms of an Option Cancellation Agreement by and among the Company, Safeguard, Cecile D. Barker, OAO Corporation and OAO Services, the OAO Services Option was canceled in consideration of the right to receive certain future payments in the event of any sale of OAO Corporation or any public offering by OAO Corporation which occurs prior to April 8, 2000. In particular, the Company and Safeguard are each to receive from OAO Corporation one-half of (i) the greater of $1.0 million or an amount equal to the lesser of $3.0 million or three percent of the total sales price from the sale of both OAO Corporation and OAO Services which occurs prior to April 8, 2000, (ii) the greater of $1.0 million or an amount equal to the lesser of $2.0 million or three percent of the total sales price from any sale of OAO Corporation which occurs prior to April 8, 2000 and at such time that OAO Services is not an affiliate of OAO Corporation, (iii) the greater of $1.0 million or an amount equal to the lesser of $3.0 million or three percent of the market capitalization of OAO Corporation if OAO Corporation consummates an initial public offering of its equity securities prior to April 8, 2000 (an "OAO Corporation IPO"), or (iv) the greater of $1.0 million or an amount equal to the lesser of $2.0 million or two percent of the market capitalization of OAO Corporation if OAO Services is no longer affiliated with OAO Corporation at the time of the OAO Corporation IPO. The market capitalization of OAO Corporation would be based on the offering price of the equity securities in the OAO Corporation IPO. So, I would assume Safeguard will get something from the OAOT acquisition of OAO Services (http://biz.yahoo.com/prnews/980626/ny_oao_ceo_1.html). Also, I wonder why OAOT/Safeguard decided to acquire Services now, when they had the chance before but relinquished it? Hopefully this will mean good things for OAOT in the not-too-long run. --John

To: llwk7051@aol.com who wrote (9)	7/24/1998 12:35:00 PM
From: John Arnopp	Read Replies (1) \| Respond to of 31

Company Press Release SOURCE: OAO Technology Solutions, Inc. OAO Technology Solutions , Inc. Completes Acquisition of OAO Services, Inc. GREENBELT, Md., July 24 /PRNewswire/ -- OAO Technology Solutions, Inc. (Nasdaq: OAOT - news; the ''Company''), a leading Information Technology (IT) solutions and professional services company, today announced it has completed its acquisition of OAO Services, Inc.(''Services''). The purchase, a cash transaction, is expected to be accretive to earnings. Furthermore, a significant portion of the potential purchase price is contingent on future earnings of the Company. With this acquisition, proforma 1997 annual sales would have been approximately $140 million, compared with $84 million for the Company alone. OAO Services, Inc. is a nationwide provider of IT staffing augmentation services with annual revenues of approximately $60 million, and is dedicated to providing technically skilled personnel on a contract basis to major technology providers nationwide. In addition to serving as a National Technical Services (NTS) supplier to IBM and IBM Global Services, OAO Services also provides national Customer Support Center (Help Desk) services for IBM Global Services, as well as serving as a national supplier of Year 2000 (Y2K) personnel sources to IBM. ''With the addition of more than 800 OAO Services IT professionals to our services offerings, we now have a staff of almost 2,000 highly skilled IT professionals serving our clients' needs,'' stated Greg Pratt, OAO Technology Solutions' CEO. ''Additionally,'' he continued, ''This acquisition gives us a national presence in the rapidly growing IT staffing augmentation environment. This area is closely aligned with our core outsourcing business, and is expected to provide us with the opportunity for improved margins and higher sales. Furthermore, this complementary acquisition will help support our penetration into existing market segments; will provide expanded in-house capabilities in executing certain projects; and will strategically benefit the Company in its on-going diversification strategy.'' OAO Technology Solutions provides clients with a wide range of IT solutions and professional services, including systems and software engineering; the operation of large-scale megaplexes and networks; distributed systems management; applications development and maintenance; staffing augmentation services; enterprise resource planning, integration, implementation and training services; as well as state-of-the-art software systems for the managed care marketplace. OAO Technology Solutions is a Safeguard Scientifics, Inc. (NYSE: SFE - news) partnership company. Visit us at our Web site, www.oaot.com, for more Company information and news. SAFE HARBOR STATEMENT: This news release contains statements that are forward-looking statements within the meaning of applicable federal securities laws and are based upon the Company's current expectations and assumptions that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. SOURCE: OAO Technology Solutions, Inc. --------------------------------------------------------------------------------

To: llwk7051@aol.com who wrote (9)	10/26/1998 6:21:00 PM
From: John Arnopp	Read Replies (1) \| Respond to of 31

OAO Technology Solutions, Inc. Announces Financial Results for Third Quarter And Nine Months Ended September 30, 1998 GREENBELT, Md., Oct. 26 /PRNewswire/ -- OAO Technology Solutions, Inc. (Nasdaq: OAOT - news; the ''Company''), a leading Information Technology (IT) solutions and professional services company, announced today the results of its operations for the third quarter and nine months ended September 30, 1998. For the three and nine months ended September 30, 1998, the company incurred diluted losses per share of $(0.12) and $(0.24) per share, respectively, compared with diluted earnings per share of $0.07 and $0.19 per share for the comparable periods in 1997. Revenues were $34.5 million and $77.9 million for the three and nine months ended September 30, 1998, respectively, compared to $20.6 million and $60.0 million for the comparable periods in 1997. A significant portion of the revenue growth is due to the acquisition of OAO Services, Inc. in July, 1998. The loss in the three and nine months ended September 30, 1998, was primarily due to provisions for uncollectible accounts receivable of approximately $(0.02) and $(0.13) per share, respectively, and an asset abandonment loss of approximately $(0.09) per share in the third quarter, respectively. The expected asset abandonment loss is related to an enterprise wide financial management project, which has been completely realigned with the Company's new business model and processes. The remainder of the loss was associated with severance costs of $(0.03) and $(0.06) per share related to certain management restructuring. Without these adjustments, the company's diluted earnings per share would have been $0.02 for the third quarter and $0.04 for the nine months ended September 30, 1998. Commenting on the third quarter and the nine months results, Greg Pratt, the Company's CEO, stated, ''We believe we have taken the appropriate action necessary at this time to strengthen our business by leveraging our core competencies, while maintaining quality service our customers demand. Additionally, we will continue a 'bottom line' focus as we grow revenues while diversifying our customer base. Strategic partnership alliances remain critical to the success of our growth plan.'' OAO Technology Solutions, Inc. provides clients with a wide range of IT solutions and professional services including: systems and software engineering, the operation of large-scale service delivery centers and networks, distributed systems management, applications development and maintenance, staffing augmentation services, enterprise resource planning, integration, implementation and training services, as well as state-of-the-art software solutions for the managed care marketplace. Visit the Company's Web site, www.oaot.com, for further company news and information. OAO Technology Solutions, Inc. is a Safeguard Scientifics, Inc. (NYSE: SFE - news) partnership company. SAFE HARBOR STATEMENT: This news release contains statements that are forward-looking statements within the meaning of applicable federal securities laws. These statements are based upon the Company's current expectations and assumptions that are subject to a number of risks and uncertainties that would cause actual results to differ materially from those anticipated. These risks and uncertainties include the factors discussed in the Company's filings with the Securities and Exchange Commission. OAO TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - (Dollars in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 Revenues $34,520 $20,618 $ 77,866 $59,956 Direct Costs 29,888 16,137 66,621 46,910 Gross Profit 4,632 4,481 11,245 13,046 Selling, General and Administrative 7,784 3,140 17,892 9,455 (Loss) Income from Operations (3,152) 1,341 (6,647) 3,591 Interest and Other (Income) Expense, net (134) 106 (515) 193 (Loss) Income Before Income Taxes (3,018) 1,235 (6,132) 3,398 Income Tax (Benefit) Provision (1,046) 519 (2,126) 1,450 Net (Loss)Income $(1,972) $716 $(4,006) $ 1,948 Net (Loss) Income Per Common Share: Diluted $(0.12) $0.07 $(0.24) $0.19 Basic $(0.12) $0.07 $(0.24) $0.19 Weighted Average Number of Common Shares Outstanding: Diluted 16,425 10,414 16,375 10,414 Basic 16,425 10,000 16,375 10,000 SOURCE: OAO Technology Solutions, Inc. --------------------------------------------------------------------------------