-----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, FHqMRfIb1rnUFYMQyyZzcNFZZqgKiwwSpzChimlXE82dJquATfxMljgFkahr6olM GEWF3ohWfvAncHLGb6iMQw== /in/edgar/work/20000807/0000927016-00-002758/0000927016-00-002758.txt : 20000921 0000927016-00-002758.hdr.sgml : 20000921 ACCESSION NUMBER: 0000927016-00-002758 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000807 EFFECTIVENESS DATE: 20000807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWSEDGE CORP CENTRAL INDEX KEY: 0000858912 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 043016142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43206 FILM NUMBER: 687603 BUSINESS ADDRESS: STREET 1: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 7812293000 MAIL ADDRESS: STREET 1: DESKTOP DATA INC STREET 2: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: DESKTOP DATA INC DATE OF NAME CHANGE: 19950629 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on August 7, 2000. Registration No. 333-________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWSEDGE CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-3016142 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 80 Blanchard Road Burlington, Massachusetts 01083 (Address of Principal Executive Offices) (Zip Code) ____________________________________ 1995 Stock Plan (Full title of the plan) ____________________________________ Ronald R. Benanto Chief Financial Officer NewsEdge Corporation 80 Blanchard Road Burlington, Massachusetts 01083 (781) 229-3000 (Name and address including zip code and telephone number, including area code, of agent for service) ____________________________________ Copy to: Lawrence S. Wittenberg, Esq. Testa, Hurwitz & Thibeault, LLP High Street Tower 125 High Street Boston, Massachusetts 02110 (617) 248-7000 ____________________________________
Calculation of Registration Fee ========================================================================================================== Title of Securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per aggregate offering registration fee share(1) price 1995 STOCK PLAN Common Stock, par 1,537,600 shares $2.045(1) $3,144,392(1) $830.12 value $.01 ========================================================================================================== TOTAL: 1,537,600 shares ==========================================================================================================
(1) The price of $2.045 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market System on August 1, 2000, is set forth solely for purposes of calculating the filing fee. This Registration Statement registers additional securities of the same class as other securities for which the Registration Statement No. 33-98786 on Form S- 8 as filed with the Securities and Exchange Commission (the "SEC") on October 30, 1995 and Registration Statement No. 333-46899 filed with the SEC on February 25, 1998 each relating to NewsEdge Corporation's 1995 Stock Plan and 1995 Employee Stock Purchase Plan. Pursuant to General Instruction E, the contents of the above-listed Registration Statements are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits -------- Exhibit No. Description of Exhibits ----------- ----------------------- 4.1 Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to NewsEdge Corporation's Annual Report on Form 10-K for the year-ended December 31, 1997 and incorporated herein by reference) 4.2 Specimen certificate representing the Common Stock (filed as Exhibit 4.1 to the Company's Annual Report for the year-ended December 31, 1997 and incorporated herein by reference) 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included as part of the signature page of this Registration Statement) 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 Burlington, Massachusetts, on the 7th day of August, 2000. NEWSEDGE CORPORATION. By: /s/ Ronald R. Benanto --------------------------- Ronald R. Benanto Chief Financial Officer POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of NewsEdge Corporation, hereby severally constitute and appoint Clifford M. Pollan and Ronald Benanto, 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 filed herewith and any and all amendments thereto (including post-effective amendments), and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable NewsEdge Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title(s) Date - --------- -------- ---- /s/ Clifford M. Pollan President, Chief Executive August 7, 2000 - --------------------------- Officer and Director Clifford M. Pollan (principal executive officer) /s/ Ronald R. Benanto Vice President, Finance, Chief August 7, 2000 - ---------------------------- Financial Officer, Treasurer Ronald R. Benanto and Assistant Secretary (principal financial officer) /s/ Rory J. Cowan Chairman August 7, 2000 - ---------------------------- Rory J. Cowan
/s/ Michael E. Kolowich Vice Chairman and Director August 7, 2000 - ---------------------------- Michael E. Kolowich /s/ James D. Daniell Director August 7, 2000 - ---------------------------- James D. Daniell /s/ Murat H. Davidson Director August 7, 2000 - ---------------------------- Murat H. Davidson /s/ William A. Devereaux Director August 7, 2000 - ---------------------------- William A. Devereaux /s/ Basil Regan Director August 7, 2000 - ---------------------------- Basil Regan /s/ Peter Woodward Director August 7, 2000 - ---------------------------- Peter Woodward
EXHIBIT INDEX ------------- Exhibit No. Description of Exhibits ----------- ----------------------- 4.1 Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to NewsEdge Corporation's Annual Report on Form 10-K for the year-ended December 31, 1997 and incorporated herein by reference) 4.2 Specimen certificate representing the Common Stock (filed as Exhibit 4.1 to the Company's Annual Report for the year-ended December 31, 1997 and incorporated herein by reference) 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included as part of the signature page of this Registration Statement) EX-5.1 2 0002.txt OPINION OF TESTA, HURWITZ & THIBEAULT, LLP EXHIBIT 5.1 August 7, 2000 NewsEdge Corporation 80 Blanchard Road Burlington, Massachusetts, 01083 RE: Registration Statement on Form S-8 Relating to the 1995 Stock Plan NewsEdge Corporation (hereinafter the "Plans") ---------------------------------------------- Ladies and Gentlemen: Reference is made to the above-captioned Registration Statement on Form S-8 (the "Registration Statement") to be filed by NewsEdge Corporation (the "Company") on August 7, 2000 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 1,537,600 shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company issued or issuable pursuant to the 1995 Stock Plan (the "Shares"). We have examined such documents, certificates, records and matters of law that we have deemed necessary or appropriate for the purpose of this opinion. We are members only of the Bar of the Commonwealth of Massachusetts and are not experts in, and express no opinion regarding, the laws of any jurisdiction other than the Commonwealth of Massachusetts and the United States of America, and the General Corporation Law of the State of Delaware. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Testa, Hurwitz & Thibeault, LLP TESTA, HURWITZ & THIBEAULT, LLP EX-23.1 3 0003.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 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 February 18, 2000 (except with respect to the matter discussed in Note 1, as to which the date is March 7, 2000) included in NewsEdge Corporation's Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Boston, MA August 1, 2000 -----END PRIVACY-ENHANCED MESSAGE-----