-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ME45zxyTdAEy25wkk+Rd8bIJQc8tu9Llor4NvNFWrmJjInGg/p+B1SEgoFOl9WDK +M8hCG+ZEKM2rAkqnD92fQ== 0000950135-00-002612.txt : 20000509 0000950135-00-002612.hdr.sgml : 20000509 ACCESSION NUMBER: 0000950135-00-002612 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000508 EFFECTIVENESS DATE: 20000508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLAIRE CORP CENTRAL INDEX KEY: 0001016139 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411812820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36532 FILM NUMBER: 622012 BUSINESS ADDRESS: STREET 1: ONE ALEWIFE CENTER 3RD FLOOR STREET 2: SUITE 552 CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6177612000 MAIL ADDRESS: STREET 1: FOLEY HOAG & ELIOT LLP STREET 2: ONE POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 S-8 1 ALLAIRE CORPORATION 1 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 - -------------------------------------------------------------------------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------- ALLAIRE CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 41-1830792 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) ONE ALEWIFE CENTER CAMBRIDGE, MASSACHUSETTS 02140 (617) 761-2000 (address, including zip code, and telephone number, including area code, of registrants principal executive offices) ALLAIRE CORPORATION 1998 STOCK INCENTIVE PLAN (Full Title of the Plan) DAVID J. ORFAO PRESIDENT AND CHIEF EXECUTIVE OFFICER ALLAIRE CORPORATION ONE ALEWIFE CENTER CAMBRIDGE, MASSACHUSETTS 02140 (Name and Address of Agent for Service) (617) 761-2000 (Telephone Number, Including Area Code, of Agent For Service) With copies to: Robert L. Birnbaum, Esq. William R. Kolb, Esq. Foley, Hoag & Eliot LLP One Post Office Square Boston, Massachusetts 02109 (617) 832-1000 CALCULATION OF REGISTRATION FEE
=================================================================================================================== Proposed Proposed Maximum Amount of Title of Securities Amount Maximum Offering Aggregate Registration to be Registered to be Registered Price Per Share(1) Offering Price(1) Fee =================================================================================================================== Common Stock, $.01 par value 5,000,000 shares $51.50 257,500,000 $67,980 ===================================================================================================================
(1) Calculated in accordance with Rules 457(h)(1) and 457(c) under the Securities Act of 1933, based on the average high and low sale prices of Allaire's common stock as reported on the Nasdaq National Market on May 3, 2000. ================================================================================ 2 This Registration Statement covers 5,000,000 shares of our common stock, $.01 par value per share, issuable pursuant to the Allaire Corporation 1998 Stock Incentive Plan, as amended as of March 13, 2000. These shares are in addition to the 3,800,000 shares of common stock registered pursuant to Allaire's Registration Statement on Form S-8, File No. 333-76855, filed with the Securities and Exchange Commission on April 23, 1999. The contents of Allaire's Registration Statement on Form S-8, File No. 333-76855, as filed with the Securities and Exchange Commission on April 23, 1999, are incorporated herein by reference. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit NO. DESCRIPTION ------- ----------- 4.1* Amended and Restated Certificate of Incorporation of Allaire Corporation 4.2** Certificate of Amendment of Amended and Restated Certificate of Incorporation of Allaire Corporation 4.3* Amended and Restated By-Laws of Allaire Corporation 4.4** Allaire Corporation 1998 Stock Incentive Plan, as amended 5.1 Opinion of Foley, Hoag & Eliot LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1) - ------------ * Incorporated by reference to Allaire's Registration Statement on Form S-1 (File No. 333-63689) in the form in which it was declared effective by the Securities and Exchange Commission. ** Incorporated by reference to Allaire's Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Securities and Exchange Commission on March 30, 2000. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts on the 8th day of May, 2000. ALLAIRE CORPORATION By: /s/ David J. Orfao ------------------------- David J. Orfao President and Chief Executive Officer 5 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints David J. Orfao and David A. Gerth, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, 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 to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, 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 which they, or any of them, may deem necessary or advisable to be done in connection with this Registration Statement 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 any substitute or substitutes for any or all of them, 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.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Joseph J. Allaire Chairman of the Board of Directors - ------------------------------------ and Executive Vice President, Joseph J. Allaire Products May 8, 2000 /s/ David J. Orfao President, Chief Executive Officer - ------------------------------------ and Director (principal executive officer) May 8, 2000 David J. Orfao /s/ David A. Gerth Vice President, Finance and Operations, - ------------------------------------ Treasurer and Chief Financial Officer David A. Gerth (principal financial and accounting officer) May 8, 2000 /S/ Jonathan A. Flint Director May 8, 2000 - ------------------------------------ Jonathan A. Flint /s/ John J. Gannon Director May 8, 2000 - ------------------------------------ John J. Gannon /s/ Thomas A. Herring Director May 8, 2000 - ------------------------------------ Thomas A. Herring /S/ Ronald G. Ward Director May 8, 2000 - ------------------------------------ Ronald G. Ward /s/ W. Frank King Director May 8, 2000 - ------------------------------------ William Frank King III
6 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ------- ----------- 4.1* Amended and Restated Certificate of Incorporation of Allaire Corporation 4.2** Certificate of Amendment of Amended and Restated Certificate of Incorporation of Allaire Corporation 4.3* Amended and Restated By-Laws of Allaire Corporation 4.4** Allaire Corporation 1998 Stock Incentive Plan, as amended 5.1 Opinion of Foley, Hoag & Eliot LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1) - ------------ * Incorporated by reference to Allaire's Registration Statement on Form S-1 (File No. 333-63689) in the form in which it was declared effective by the Securities and Exchange Commission. ** Incorporated by reference to Allaire's Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Securities and Exchange Commission on March 30, 2000. EX-5.1 2 OPINION AND CONSENT OF FOLEY, HOAG & ELIOT LLP 1 Exhibit 5.1 [LETTERHEAD OF FOLEY, HOAG & ELIOT LLP] May 8, 2000 Allaire Corporation One Alewife Center Cambridge, Massachusetts 02140 Ladies and Gentlemen: We have acted as counsel for Allaire Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offering by the Company of 5,000,000 shares (the "Shares") of its common stock, $.01 par value per share, issuable pursuant to the Allaire Corporation 1998 Stock Incentive Plan, as amended on March 13, 2000 (the "Plan"). In arriving at the opinions expressed below, we have examined and relied on the following documents: (i) the Registration Statement; (ii) the Plan; (iii) the Amended and Restated Certificate of Incorporation of the Company, as amended as of the date hereof; (iv) the By-Laws of the Company, as amended as of the date hereof; and (v) the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such other records, documents and instruments of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified or photostatic copies. We express no opinion other than as to the General Corporation Law of the State of Delaware. 2 Based upon the foregoing, we are of the opinion that: 1. The Company has corporate power adequate for the issuance of the Shares in accordance with the Registration Statement. 2. The Company has taken all necessary corporate action required to authorize the issuance and sale of the Shares. 3. When certificates for the Shares have been duly executed and countersigned, and delivered against due receipt of the consideration for the Shares as described in the Plan and the option agreements or other agreements related thereto, the Shares will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, FOLEY, HOAG & ELIOT LLP By /s/ William R. Kolb ---------------------------- A Partner EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Allaire Corporation, which is incorporated by reference in Allaire Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated March 13, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts May 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----