-----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, SV4ByBHoXl3R31Xy04I4j2rNtEMNuMBwOuJybNpIvVO38QPLmm8ngDNWrOOyAwL6 JGlVIaIEKSXiIL9yYJI1QQ== 0000927016-98-000754.txt : 19980227 0000927016-98-000754.hdr.sgml : 19980227 ACCESSION NUMBER: 0000927016-98-000754 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980225 EFFECTIVENESS DATE: 19980225 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWSEDGE CORP CENTRAL INDEX KEY: 0000858912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043016142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46899 FILM NUMBER: 98549522 BUSINESS ADDRESS: STREET 1: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172293000 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 FORM S-8 AS filed with the Securities and Exchange Commission on February 25, 1998. 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 (I.R.S. Employer of incorporation or organization) Identification No.) 80 Blanchard Road Burlington, Massachusetts 01083 (Address of Principal Executive Offices) (Zip Code) ---------------------------------------------------------- 1995 Stock Plan 1995 Employee Stock Purchase Plan (Full title of the plan) ---------------------------------------------------------- Edward R. Siegfried 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 Proposed Amount of to be registered registered maximum maximum registration fee offering price aggregate per share/1/ offering price 1995 STOCK PLAN Common Stock, par 394,979 shares $9.77(1) $3,858,944.80(1) $1,138.39 value $.01 3,105,021 shares $8.21875(2) $ 25,519,391(2) $7,528.22 =========================================================================================================== 1995 EMPLOYEE STOCK PURCHASE PLAN Common Stock, par 325,000 shares $8.21875(2) $2,671,093.70(2) $ 787.97 value $.01 =========================================================================================================== TOTAL: 3,825,000 shares $9,454.58 ===========================================================================================================
/1/ Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon the basis of the price at which such options may be exercised. /2/ The price of $8.21875 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 February 18, 1998, 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 on October 30, 1995 relating to NewsEDGE Corporation's (formerly Desktop Data, Inc.) 1995 Stock Plan and 1995 Employee Stock Purchase Plan. Pursuant to General Instruction E, the contents of the above-listed Registration Statement are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits -------- Exhibit No. Description of Exhibits ----------- ----------------------- 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 (contained in Pages 3 and 4 of this Registration Statement) 99.1 1995 Stock Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-4 (File No. 333-44887)) 99.2 1995 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-4 (File No. 333-44887)) 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 25th day of February, 1998. NEWSEDGE CORPORATION By: /s/ Edward R. Siegfried --------------------------------- Edward R. Siegfried Chief Financial Officer POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of NewsEDGE Corporation, hereby severally constitute and appoint Donald L. McLagan and Edward R. Siegfried, 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/ Donald L. McLagan President, Chairman, February 25, 1998 - ----------------------------- Chief Executive Officer Donald L. McLagan and Director (principal executive officer) /s/ Edward R. Siegfried Vice President, Finance, February 25, 1998 - ----------------------------- Chief Financial Officer, Edward R. Siegfried Treasurer and Assistant Secretary (principal financial officer) /s/ Michael E. Kolowich Vice Chairman and February 25, 1998 - ----------------------------- Director Michael E. Kolowich /s/ Ellen Carnahan Director February 25, 1998 - ----------------------------- Ellen Carnahan /s/ June Rokoff Director February 25, 1998 - ----------------------------- June Rokoff /s/ Rory Cowan Director February 25, 1998 - ----------------------------- Rory Cowan /s/ William A. Devereaux Director February 25, 1998 - ----------------------------- William A. Devereaux /s/ James D. Daniell Director February 25, 1998 - ----------------------------- James D. Daniell EXHIBIT INDEX ------------- Exhibit No. Description of Exhibits - ----------- ----------------------- 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 (contained in Pages 3 and 4 of this Registration Statement) 99.1 1995 Stock Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-4 (File No. 333-44887)) 99.2 1995 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-4 (File No. 333-44887)) EX-5.1 2 OPINION OF TESTA, HURWITZ & THIBEAULT EXHIBIT 5.1 ----------- February 25, 1998 NewsEDGE Corporation 80 Blanchard Road Burlington, Massachusetts, 01083 RE: Registration Statement on Form S-8 Relating to the 1995 Stock Plan and 1995 Employee Stock Purchase Plan of NewsEDGE Corporation (hereinafter the "Plans") ---------------------------------------------- Ladies and Gentlemen: Reference is made to the above-captioned Amendment to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by NewsEDGE Corporation (the "Company") on February 25, 1998 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 3,500,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company issued or issuable pursuant to the 1995 Stock Plan and 325,000 shares of Common Stock issuable or issuable pursuant to the 1995 Employee Stock Purchase 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. 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 Plans, 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, TESTA, HURWITZ & THIBEAULT, LLP EX-23.1 3 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 reports dated January 31, 1997 included in NewsEdge Corporation's (formerly Desktop Data, Inc.) Annual Report on Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts February 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----