-----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, R9OYamd2ZdEPrXSqjIhQyahokOUkjIPq1TZVoAOE95otv/Qh0aS6+JqUdh1W7ELa AxeL3Ajp0cKoZYPyed46ew== 0000950135-99-003379.txt : 19990701 0000950135-99-003379.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950135-99-003379 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990630 EFFECTIVENESS DATE: 19990630 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: 333-81933 FILM NUMBER: 99656570 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 NETWORK PLUS CORP. 1 As filed with the Securities and Exchange Commission on June 30, 1999 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 (State or Other Jurisdiction of Incorporation or Organization) 04-3430576 (I.R.S. Employer Identification No.) 234 COPELAND STREET, QUINCY, MASSACHUSETTS 02169 (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. 234 COPELAND STREET QUINCY, MASSACHUSETTS 02169 (Name and Address of Agent for Service) (617) 786-4000 (Telephone Number, Including Area Code, of Agent For Service) ================================================================================================================== CALCULATION OF REGISTRATION FEE ==================================================================================================================
Proposed Proposed Title Of Maximum Maximum Securities Amount Offering Aggregate Amount Of To Be To Be Price Per Offering Registration Registered Registered Share Price Fee ================================================================================================================== Common Stock, $.01 par value 9,000,000 $16.00(1) $144,000,000(1) $40,032 ==================================================================================================================
(1) Computed in accordance with Rules 457(c) and (h) under the Securities Act of 1933 as based upon the Price to Public set forth in the Prospectus relating to the registrant's initial public offering of Common Stock. ================================================================================ 2 PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Registrant's 1998 Stock Incentive Plan, as amended, pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are filed with the Commission, are incorporated in this Registration Statement by reference: (1) The Registrant's latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the prospectus referred to in (1) above. (3) The description of the common stock of the Registrant, $.01 par value per share (the "Common Stock"), contained in the Registrant's registration statement on Form 8-A filed with the Commission under Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All 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 shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. II-1 3 Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law ("DGCL"), empowers a Delaware corporation to indemnify any persons who are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees or agents of the corporation, in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if a director, officer, employee or agent of the corporation is adjudged to be liable to the corporation in the performance of such person's duty. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify such person against the expenses actually and reasonably incurred by such person. The Registrant's Certificate of Incorporation, as amended (the "Certificate"), and Bylaws, as amended (the "Bylaws"), provide that no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent the DGCL prohibits such indemnification. The Certificate and Bylaws also provide for indemnification of any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Registrant), by reason of such person's position, or by reason of any action alleged to have been taken or omitted in such person's capacity, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant. In addition, the Registrant maintains insurance policies which provide coverage for its officers and directors in certain situations where the Registrant cannot directly indemnify such officers or directors. II-2 4 Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS The following exhibits are filed as part of this Registration Statement: 4.1 Certificate of Incorporation of the Registrant, as amended. Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-64633). 4.2 By-Laws of the Registrant, as amended. Incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-64633). 5 Opinion of Hale and Dorr LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Hale and Dorr LLP (included in Exhibit 5). 24 Power of Attorney (included in the signature page of this Registration Statement). Item 9. UNDERTAKINGS 1. The 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 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 Securities 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 that time shall be deemed to be the initial bona fide offering thereof. II-3 5 (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. 2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities 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 that time shall be deemed to be in the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, 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 Securities Act and will be governed by the final adjudication of such issue. II-4 6 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, Commonwealth of Massachusetts, on this 30th day of June, 1999. 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 and appoint Robert T. Hale, Jr., James J. Crowley, George Alex 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. II-5 7 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated, as of June 30, 1999. Name Title /s/ Robert T. Hale Chairman of the Board - -------------------------- Robert T. Hale /s/ Robert T. Hale, Jr. President, Chief Executive Officer and Director - -------------------------- (Principal Executive Officer) Robert T. Hale, Jr. /s/ James J. Crowley Executive Vice President, Chief Operating - -------------------------- Officer, Secretary and Director James J. Crowley /s/ George Alex Executive Vice President of Finance, Chief - -------------------------- Financial Officer and Treasurer (Principal George Alex Financial and Accounting Officer) /s/ David Martin Director - -------------------------- David Martin /s/ Joseph C. McNay Director - -------------------------- Joseph C. McNay II-6 8 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4.1 Certificate of Incorporation of the Registrant, as amended. Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-64633). 4.2 By-Laws of the Registrant, as amended. Incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-64633). 5 Opinion of Hale and Dorr LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Hale and Dorr LLP (included in Exhibit 5). 24 Power of Attorney (included in the signature page of this Registration Statement). II-7 EX-5 2 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 June 30, 1999 Network Plus Corp. 234 Copeland Street Quincy, Massachusetts 02169 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 (the "Commission") relating to 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 Certificate of Incorporation of the Company and the By-laws of the Company, each as amended, 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 examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile 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. 2 Network Plus Corp. June 30, 1999 Page 2 We express no opinion herein as to the laws of any state or jurisdiction other than the Delaware General Corporation Law and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Company has duly authorized for issuance the Shares covered by the Registration Statement to be issued under the Plan, as described in the Registration Statement, and such Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. 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 mattes 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 of 1933, as amended (the "Securities Act"). 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-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 17, 1999, except as to the information presented in Notes 9 and 22 for which the dates are March 23, 1999 and June 9, 1999, respectively, relating to the consolidated financial statements which appear in Registration Statement No. 333-79479 of Network Plus Corp. and its subsidiary. We also consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 17, 1999 relating to the financial statement schedule, which appears in Registration Statement No. 333-79479. /s/ PricewaterhouseCoopers LLP - ------------------------------ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts June 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----