-----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, LDS1dUwXwz7lHRzF118DjO5Ty2llVP7xfZAh3HtYQnxHxXmRxHdglNcjYGsLX0DQ gLXrs3FB9jbjocZbxc/LQA== 0000950135-01-501034.txt : 20010509 0000950135-01-501034.hdr.sgml : 20010509 ACCESSION NUMBER: 0000950135-01-501034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010507 EFFECTIVENESS DATE: 20010507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK PLUS CORP CENTRAL INDEX KEY: 0001065633 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 043430576 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60344 FILM NUMBER: 1624368 BUSINESS ADDRESS: STREET 1: 234 COPELAND ST CITY: QUINCY STATE: MA ZIP: 02169 BUSINESS PHONE: 6177864000 MAIL ADDRESS: STREET 1: 234 COPELAND ST CITY: QUINCY STATE: MA ZIP: 02169 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK PLUS INC DATE OF NAME CHANGE: 19980709 S-8 1 b39378nps-8.txt NETWORK PLUS CORP. 1 As Filed with the Securities and Exchange Commission on May 7, 2001 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETWORK PLUS CORP. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 04-3430576 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 41 PACELLA PARK DRIVE, RANDOLPH, MASSACHUSETTS 02368 (Address of Principal Executive Offices) (Zip Code) 1998 STOCK INCENTIVE PLAN, AS AMENDED (Full Title of the Plan) JAMES J. CROWLEY, ESQ. EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER NETWORK PLUS CORP. 41 PACELLA PARK DRIVE RANDOLPH, MASSACHUSETTS 02368 (Name and Address of Agent for Service) (781) 473-2000 (Telephone Number, Including Area Code, of Agent for Service) 2 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee - ----------------------------------------------------------------------------------------- Common Stock, $.01 9,000,000 $3.30(1) $29,700,000(1) $7,425 par value shares - -----------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on the Nasdaq National Market on May 2, 2001 in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. 3 Statement of Incorporation by Reference This Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8, File No. 333-81933, filed by the Registrant on June 30, 1999, relating to the Registrant's 1998 Stock Incentive Plan. 4 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 Town of Randolph, Massachusetts on May 7, 2001. NETWORK PLUS CORP. By: /s/ James J. Crowley -------------------------- James J. Crowley Executive Vice President, Chief Operating Officer and Secretary POWER OF ATTORNEY We, the undersigned officers and directors of Network Plus Corp., hereby severally constitute Robert T. Hale, Jr., James J. Crowley, Robert J. Cobuzzi, and Jeffrey N. Carp, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Network Plus Corp. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Chairman of the Board May 7, 2001 - --------------------------- Robert T. Hale /s/ Robert T. Hale, Jr, President, Chief Executive May 7, 2001 - --------------------------- Officer and Director (Principal Robert T. Hale, Jr. Executive Officer) /s/ James J. Crowley Executive Vice President, Chief May 7, 2001 - --------------------------- Operating Officer and Director James J. Crowley /s/ Robert J. Cobuzzi Executive Vice President, Chief May 7, 2001 - --------------------------- Financial Officer and Treasurer Robert J. Cobuzzi (Principal Financial and Accounting Officer) /s/ David Martin Director May 7, 2001 - --------------------------- David Martin /s/ Joseph McNay Director May 7, 2001 - --------------------------- Joseph McNay /s/ Lawrence Strickling Director May 7, 2001 - --------------------------- Lawrence Strickling 6 EXHIBIT INDEX Exhibit Number Description ------- ----------- 4.1 Specimen Certificate of Common Stock, $.01 par value per share, of the Registrant is incorporated herein by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-79479) 5 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP, independent auditors 24 Power of Attorney (included in the signature pages of this Registration Statement) EX-5 2 b39378npex5.txt OPINION OF HALE AND DORR LLP 1 EXHIBIT 5 HALE AND DORR LLP Counsellors At Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 May 7, 2001 Network Plus Corp. 41 Pacella Park Drive Randolph, Massachusetts 02368 Re: 1998 Stock Incentive Plan, as amended ------------------------------------- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 9,000,000 shares of Common Stock, $.01 par value per share (the "Shares"), of Network Plus Corp., a Delaware corporation (the "Company"), issuable under the Company's 1998 Stock Incentive Plan, as amended (the "Plan"). We have examined the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated By-Laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the Delaware General Corporation Law statute and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable. 2 It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein under the caption "Interests of Named Experts and Counsel." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ HALE AND DORR LLP HALE AND DORR LLP EX-23.2 3 b39378npex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 30, 2001 relating to the consolidated financial statements and financial statement schedules, which appears in the Annual Report on Form 10-K of Network Plus Corp. for the year ended December 31, 2000. /s/ Pricewaterhouse Coopers LLP - ------------------------------- Boston, Massachusetts May 4, 2001 -----END PRIVACY-ENHANCED MESSAGE-----