-----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, FHmbSC5/itPJsoZFGmNCfPmZaQRClDaW9bqhmxOnVwhc112yhJaXX0fcKRpDZJAh P+GZXYJ/1qSqpYakXnMvuA== /in/edgar/work/0000895345-00-000594/0000895345-00-000594.txt : 20000927 0000895345-00-000594.hdr.sgml : 20000927 ACCESSION NUMBER: 0000895345-00-000594 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000922 EFFECTIVENESS DATE: 20000922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INRANGE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001114674 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46402 FILM NUMBER: 727124 BUSINESS ADDRESS: STREET 1: 13000 MIDLANTIC DR CITY: LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8562347900 S-8 1 0001.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000 REGISTRATION NO. 333-________ ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- INRANGE TECHNOLOGIES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 06-0962862 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 13000 MIDLANTIC DRIVE MT. LAUREL, NEW JERSEY 08054 (Address of registrant's principal executive offices) INRANGE TECHNOLOGIES CORPORATION 2000 STOCK COMPENSATION PLAN INRANGE TECHNOLOGIES CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) GREGORY R. GRODHAUS PRESIDENT AND CHIEF EXECUTIVE OFFICER INRANGE TECHNOLOGIES CORPORATION 13000 MIDLANTIC DRIVE MT. LAUREL, NEW JERSEY 08054 (856) 234-7900 (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE ============================================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------- Class B common stock, par value $0.01 per share (the "Common Stock") 10,254,000 shares $16.00 (2) $164,064,000 $43,313 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock 1,331,000 shares $13.00 (3) $17,303,000 $4,568 - ---------------------------------------------------------------------------------------------------------------------------- Total 11,585,000 shares -- -- $47,881 - ---------------------------------------------------------------------------------------------------------------------------- (1) Includes an indeterminate number of shares of Common Stock that may be issued in the event of stock splits, stock dividends or similar transactions in accordance with Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"). This Registration Statement registers the following number of shares of Common Stock that may be issued under each of the following plans: 11,530,000 pursuant to the Inrange Technologies Corporation 2000 Stock Compensation Plan and 55,000 pursuant to the Inrange Technologies Corporation Employee Stock Purchase Plan. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) of the Securities Act using the initial public offering price. (3) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the Securities Act.
PART I EXPLANATORY NOTE This Form S-8 Registration Statement relates to 55,000 shares of our Common Stock which may be issued under our Employee Stock Purchase Plan (the "ESPP") and 11,530,000 shares of our Common Stock which may be issued under our 2000 Stock Compensation Plan. The documents containing information specified by Part I of this Registration Statement will be delivered to participants in the ESPP and recipients of awards under the 2000 Stock Compensation Plan as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act. These documents are not required to be filed with the SEC but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. References to the "Company" and the "Registrant" shall mean Inrange Technologies Corporation, a Delaware corporation. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, DC, New York, NY and Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. Reports, proxy and information statements and other information concerning us can also be inspected at the offices of the Nasdaq Stock Market's National Market, 33 Whitehall Street, New York, NY 10004. The SEC allows us to "incorporate by reference" information into this Registration Statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Registration Statement, and later information that we file with the SEC will automatically update this Registration Statement. We incorporate by reference the following documents and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the termination of the offering: (a) Our prospectus filed with the SEC on September 22, 2000 pursuant to Rule 424(b) of the Securities Act in connection with the Form S-1, which includes our audited financial statements for the fiscal year ended December 31, 1999 and describes the terms of the Common Stock. (b) Our Registration Statement on Form 8-A filed with the SEC on September 13, 2000, which describes the terms of the Common Stock. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York, will pass upon the validity of the issuance of the shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation - a "derivative action"), if they acted in good faith and in a manner they 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 their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise. Our bylaws and our certificates of incorporation require us to indemnify to the fullest extent authorized by the DGCL any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise. As permitted by Section 102(b)(7) of the DGCL, our certificate of incorporation eliminates the liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liabilities arising (a) from any breach of the director's duty of loyalty to the corporation or its stockholders; (b) from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under section 174 of the DGCL; or (d) from any transaction from which the director derived an improper personal benefit. We intend to obtain primary and excess insurance policies insuring our directors and officers and those of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers. Additionally, reference is made to the Underwriting Agreement filed as Exhibit 1.1 to our Registration Statement No. 333-38592 on Form S-1, which provides for indemnification by us of our underwriters and persons who control them under certain circumstances, and by our underwriters of us and persons who control us under certain circumstances. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1 Amended and Restated Certificate of Incorporation of the Company, previously filed as Exhibit 3.3 to the Company's Registration Statement No. 333-38592 on Form S-1, and incorporated herein by reference 4.2 Amended and Restated By-Laws of the Company, previously filed as Exhibit 3.2 to the Company's Registration Statement No. 333-38592 on Form S-1, and incorporated herein by reference 4.3* Inrange Technologies Corporation Employee Stock Purchase Plan 4.4 Inrange Technologies Corporation 2000 Stock Compensation Plan, previously filed as Exhibit 10.8 to the Company's Registration Statement No. 333-38592 on Form S-1, and incorporated herein by reference 5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson 23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1) 23.2* Consent of Arthur Andersen LLP (independent public accountants) 23.3* Consent of Arthur Andersen LLP (independent public accountants) 23.4* Consent of Ernst & Young LLP (independent auditors) 24 Power of Attorney (included in the signature pages of this Registration Statement) - -------------------- * Filed herewith. ITEM 9. UNDERTAKINGS The Company hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b) 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. (c) 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. (d) That, for the purpose of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this 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 the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the Company has been advised that in the opinion of the SEC 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person of the Company in connection with the securities being registered, the Company 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. 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 Mount Laurel, State of New Jersey, on September 22, 2000. INRANGE TECHNOLOGIES CORPORATION /s/ Kenneth H. Koch ---------------------------------------- By: Kenneth H. Koch Vice President and General Counsel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Inrange Technologies Corporation, a Delaware corporation, do hereby constitute and appoint Gregory R. Grodhaus, Jay Zager and Kenneth H. Koch, and each of them, the lawful attorneys-in-fact and agents of each of them with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to (i) this Registration Statement, (ii) any and all amendments and supplements to this Registration Statement, (iii) any and all additional registration statements pursuant to Instruction E to Form S-8 and (iv) any and all instruments or documents filed as part of or in conjunction with this Registration Statement (and any amendments or supplements thereto). Each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------------------------------- ---------------------------------- ---------------------- /s/ John B. Blystone Chairman of the Board September 22, 2000 - --------------------------------- John B. Blystone /s/ Gregory R. Grodhaus President and Chief Executive September 22, 2000 - --------------------------------- Officer, Director (Principal Gregory R. Grodhaus Executive Officer) /s/ Jay Zager Vice President, Chief Financial September 22, 2000 - --------------------------------- Officer and Treasurer (Principal Jay Zager Financial and Accounting Officer) /s/ Robert B. Foreman Director September 22, 2000 - --------------------------------- Robert B. Foreman /s/ Christopher J. Kearney Director September 22, 2000 - --------------------------------- Christopher J. Kearney /s/ Lewis M. Kling Director September 22, 2000 - --------------------------------- Lewis M. Kling /s/ Patrick J. O'Leary Director September 22, 2000 - --------------------------------- Patrick J. O'Leary
INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1 Amended and Restated Certificate of Incorporation of the Company, previously filed as Exhibit 3.3 to the Company's Registration Statement No. 333-38592 on Form S-1, and incorporated herein by reference 4.2 Amended and Restated By-Laws of the Company, previously filed as Exhibit 3.2 to the Company's Registration Statement No. 333-38592 on Form S-1, and incorporated herein by reference 4.3* Inrange Technologies Corporation Employee Stock Purchase Plan 4.4 Inrange Technologies Corporation 2000 Stock Compensation Plan, previously filed as Exhibit 10.8 to the Company's Registration Statement No. 333-38592 on Form S-1, and incorporated herein by reference 5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson 23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1) 23.2* Consent of Arthur Andersen LLP (independent public accountants) 23.3* Consent of Arthur Andersen LLP (independent public accountants) 23.4* Consent of Ernst & Young LLP (independent auditors) 24 Power of Attorney (included in the signature pages of this Registration Statement) - -------------------- * Filed herewith. EX-4.3 2 0002.txt EXHIBIT 4.3 INRANGE TECHNOLOGIES CORPORATION EMPLOYEE STOCK PURCHASE PLAN ESTABLISHMENT OF THE PLAN The following constitutes the Inrange Technologies Corporation Employee Stock Purchase Plan, effective October 1, 2000. Inrange Technologies Corporation established this plan as part of its total compensation program for employees. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. The Company will encourage these purchases by making a contribution to purchase Common Stock for employees who have chosen to purchase stock and by paying certain expenses. ARTICLE I DEFINITIONS 1.1 "Administrator" means the Company or such other person or committee as may be appointed from time to time by the Company to supervise the administration of the Plan. 1.2 "Board" means the Board of Directors of the Company. 1.3 "Code" means the Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall be deemed to include any applicable regulations and rulings pertaining to such section and shall also be deemed a reference to comparable provisions of future laws. 1.4 "Common Stock" means the $0.01 per share par value Class B Common Stock of the Company. 1.5 "Company" means Inrange Technologies Corporation and any Designated Subsidiary of the Company. 1.6 "Company Contributions" means the contributions made pursuant to Section 3.2 of this Plan. 1.7 "Compensation" means the amount paid to an Employee while employed, including all base straight time gross earnings, payments for overtime, shift premium, incentive compensation, incentive payments, and bonuses. Compensation is determined before deductions for pre-tax contributions to employee benefit plans. It does not include reimbursements or other expense allowances, fringe benefits, moving expenses, welfare benefits, deferred compensation, or special payments. 1.8 "Designated Subsidiaries" means any Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 1.9 "Employee" means any individual employed by the Company, and on its payroll, regularly working at least forty (40) or more hours per week, who has attained the age of majority under the laws of the State of the Employee's residence. The term "Employee" excludes leased employees as described at Code Section 414(n), any employee covered by a collective bargaining agreement unless said agreement provides for his inclusion in the Plan and any person who became an employee of Inrange Technologies as a result of its acquisition of another business unless and until the corporate officer responsible for employee compensation and benefits has so determined. The term "Employee" shall not include any individual who is paid for services as an independent contractor and reported on a Form 1099, whether or not such individual is actually performing services as a common law employee of the Company or is retroactively recharacterized as a Common employee of the Company. 1.10 "Payroll Deduction Authorization" means the agreement between the Participant and the Company under which the Company makes an after-tax deduction from the compensation of the Participant to be used to purchase Common Stock pursuant to an arrangement with the Stock Broker which will establish an account for each participant. 1.11 "Plan" means this Employee Stock Purchase Plan. 1.12 "Purchase Price" means the average amount paid by the Stock Broker for all shares of Common Stock of the Company purchased at prevailing market prices for all Participants for each pay period. 1.13 "Subsidiary" means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or hereafter organized or acquired by the Company or a Subsidiary. 1.14 "Stock Broker" means Salomon Smith Barney or other stock broker chosen by the Company to administer this Plan. ARTICLE II ELIGIBILITY AND PARTICIPATION 2.1 Eligibility for Participation. Each Employee shall be eligible to participate in the Plan on the latest to occur of: (a) the first day of employment; (b) the date specified in a collective bargaining agreement covering Employees who become Participants pursuant to the terms of such agreement, the relevant provisions of which are hereby incorporated by reference; or (c) the first hour of service credited to the Employee for the actual performance of duties once such Employee is reemployed after being laid off by the Company. 2.2 Enrollment. Each Employee who wishes to participate in the Plan may do so by completing a Payroll Deduction Authorization and opening an account with the Stock Broker by: 1. Executing a brokerage account authorization for the Stock Broker to establish the Employee's account; 2. Completing a substitute IRS W-9 form, which is needed to certify that the Participant is not subject to backup withholding; and 3. Forwarding all completed forms to the Company's Human Resources Department. 2.3 Duration of Participation. When a person ceases to be an Employee for any reason, his or her Payroll Deductions Authorization shall cease and the former Employee shall no longer be a Plan participant. The former Employee's account with the Stock Broker will continue until it is closed by the former Employee. ARTICLE III CONTRIBUTIONS 3.1 Employee Contributions. Participant may elect, by completing a Payroll Deduction Authorization, to contribute a minimum of $5.00 per pay period, to a maximum of 10% of Compensation per pay period. All contributions shall be in whole dollar amounts designated by participating Employees. 3.2 Company Contributions. The Company shall pay to the Stock Broker 15% of Employee payroll deductions. This amount constitutes additional taxable compensation for the Employee, with appropriate tax withholding made from the Employer's other compensation from the Company. ARTICLE IV BROKER ACCOUNTS 4.1 Accounts. The Company maintains no account or records with respect to Participants, but transfers Employee withholdings and Company contributions to the Stock Broker. The Stock Broker will open and maintain accounts for Participants in the Plan, accept contributions, and purchase whole and/or fractional shares of Common Stock for participating Employees. The relationship between the Stock Broker and Employees is the normal relationship of broker and client, and the Company has, and assumes no responsibility in this respect. 4.2 Transmittal of Contributions. Amounts deducted pursuant to Payroll Deduction Authorizations as well as any Company contributions will be commingled and forwarded at the end of each month to the Stock Broker with a list of the amounts deducted for each Employee's account. The Stock Broker will maintain the Employee Accounts by crediting full and/or fractional shares, mailing statements after each transaction and sending annual reports, proxy statements and any other material issued by the Company to each stockholder of one or more shares. 4.3 Purchase of Common Stock. Shares are purchased monthly and deposited in Employee accounts with the Stock Broker. The Stock Broker will purchase as many whole and/or fractional shares of Common Stock as the money deducted from Employee pay and Company matching contributions will allow. The price established for an Employee's account is the average purchase price of all shares purchased at the prevailing market prices for all Employees for each month. The Company will pay any brokerage fees, transfer fees, or other costs for purchases made through the Plan. 4.4 Stock Certificates. Certificates for shares of common stock purchased under the Plan will be held by the Stock Broker in street name and not in an Employee's name, but will be issued and delivered to Employees upon written request and payment of the Stock Broker's charge for issuance of the certificates. ARTICLE V DISTRIBUTIONS 5.1 Voluntary Distributions. At any time, an Employee may instruct the Stock Broker to sell a part or all of the full shares and the fractional interest in shares held in the Employee's account. Upon request, the Stock Broker will mail to the Employee a check for the proceeds, less the brokerage commission and any transfer taxes, registration fee or other normal charges which are customarily paid by sellers of shares. 5.2 Distribution Upon Employee's Death. Participants do not designate a beneficiary for their account with the Stock Broker. The balance of accounts is paid directly to a Participant's estate. Participants do have the option to open a joint account with right of survivorship with the Employee's spouse or any other person of legal age. In such event, the account would be held for the survivor by the Stock Broker after an Employee's death. ARTICLE VI REPORTS Individual accounts shall be maintained for each Employee who becomes a participant in the Plan by the Stock Broker. Statements of account shall be given to participating Employees by the Stock Broker monthly, which statements shall set forth the amount contributed with respect to an Employee, the Purchase Price, the number of shares purchased, and the remaining cash balance, if any. The total number of shares credited to the account shall also be provided with the monthly statement. No interest is paid on any cash balance in an Employee's account with the Stock Broker. ARTICLE VII AMENDMENT OR TERMINATION The Company may at any time and for any reason terminate or amend the Plan. The Stock Broker may also discontinue its services for the Plan upon written notice to Participants and the Company. ARTICLE VIII MISCELLANEOUS 8.1 Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 8.2 Stock Exchange Rules. All provisions of the Constitution, rules and regulations and all customs and usages of the Exchange or marketplace where transactions are executed, as from time to time in effect, shall apply. 8.3 Direct Purchases. Purchases other than by payroll deductions may be ordered at any time by direct remittance of the amount to be invested to the Stock Broker. Such purchase orders and sales initiated and transmitted in writing will be executed at the opening of the market or as soon as practical thereafter, on the business day following receipt of a check for purchases or the sale order. Sell orders transmitted by phone will be immediately entered for execution. 8.4 Dividends and Proceeds. The pro rata share of stock dividends and stock splits shall be credited to the account of each Participant. Cash dividends and proceeds of sales of rights and other distributions will be reinvested in additional shares of Common Stock unless Employees notify the Stock Broker to the contrary in writing. In the absence of receiving timely instructions respect to tender or exchange offers, the Stock Broker will not respond to the offer. 8.5 Commissions. Commissions on purchases other than by payroll deductions and on sales will be charged to Employees at the special plan rates prevailing at the Stock Broker at the time of the transaction. The Company pays commissions and other expenses related to the purchase of Common Stock pursuant to a Payroll Deduction Authorization. 8.6 Withdrawal of Shares. Participating Employees may direct that all or part of the shares be sold or that a certificate for all or part of the full shares held be registered in the Employee's name and mailed to the Employee, subject to the Stock Broker's certificate withdrawal fee. 8.7 Company Information. Copies of annual reports, proxy statements and any other material issued to stockholders will be mailed to participating Employees, provided the balance in their account with the Stock Broker is one share or more. 8.8 Available Shares. The total number of shares of the Company's Class B Common Stock available for purchase is 55,000 shares, which number shall be adjusted to reflect any stock split, recapitalization or similar corporate change. EX-5.1 3 0003.txt EXHIBIT 5.1 [Letterhead of Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations)] September 22, 2000 Inrange Technologies Corporation 13000 Midlantic Drive Mt. Laurel, New Jersey 08054 RE: Registration Statement on Form S-8 Ladies and Gentlemen: Inrange Technologies Corporation (the "Company") is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the "Registration Statement") with respect to an aggregate of 11,585,000 shares (the "Shares") of Class B common stock, par value $0.01 per share, of the Company, issuable pursuant to the Inrange Technologies Corporation 2000 Stock Compensation Plan and the Inrange Technologies Corporation Employee Stock Purchase Plan (the "Plans"). All assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company, as we have deemed necessary or appropriate for the purposes of this opinion. In all examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the documents with their covenants and agreements contained therein. We also have assumed that any future changes to the terms and conditions of the Plans will be duly authorized by the Company and will comply with all applicable laws. Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares, when issued and paid for (with the consideration received by the Company being not less than the par value thereof) in accordance with the provisions of the Plans and the applicable option agreements thereunder, will be duly authorized, validly issued, fully paid and non-assessable. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, the provisions of the Delaware Constitution applicable to corporations and the reported judicial decisions interpreting those laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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 of 1933, as amended. Very truly yours, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON By: /s/ Stuart H. Gelfond ------------------------------- Stuart H. Gelfond EX-23.2 4 0004.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated April 10, 2000 (except with respect to the recapitalization discussion in Note 11, as to which the date is June 29, 2000) on the combined financial statements of Inrange Technologies Corporation as of and for the years ended December 31, 1998 and 1999 included in Inrange Technologies Corporation's Form S-1 registration statement and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Philadelphia, Pennsylvania September 21, 2000 EX-23.3 5 0005.txt EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated August 4, 2000 on the financial statements of Computerm Corporation as of and for the year ended December 31, 1999 included in Inrange Technologies Corporation's Form S-1 registration statement and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Pittsburgh, Pennsylvania September 21, 2000 EX-23.4 6 0006.txt EXHIBIT 23.4 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_______) pertaining to the Inrange Technologies Corporation 2000 Stock Compensation Plan and the Inrange Technologies Corporation Employee Stock Purchase Plan of our report dated March 31, 1998, except for Note 11, as to which the date is June 29, 2000, with respect to the combined financial statements of Inrange Technologies Corporation, as defined in Note 1, included in the Registration Statement (Form S-1 No. 333-38592), filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania September 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----