-----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, I6Td7NBKoUaRV5y5ZixNplAeJ5lNOrXjqIWjykOtfsIV7p6LjpqWMVbJtPplvIT8 Dhy4IVmIBhAQ7hyzBXgWuw== 0000886903-01-500004.txt : 20010425 0000886903-01-500004.hdr.sgml : 20010425 ACCESSION NUMBER: 0000886903-01-500004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010424 EFFECTIVENESS DATE: 20010424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRONOS INC CENTRAL INDEX KEY: 0000886903 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 042640942 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59444 FILM NUMBER: 1609525 BUSINESS ADDRESS: STREET 1: 400 FIFTH AVENUE CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178903232 MAIL ADDRESS: STREET 1: 400 FIFTH AVE STREET 2: 400 FIFTH AVE CITY: WALTHAM STATE: MA ZIP: 02154 S-8 1 s.txt As filed with the Securities and Exchange Commission on April 24, 2001 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KRONOS INCORPORATED (Exact name of issuer as specified in its charter) Massachusetts 04-2640942 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 297 Billerica Road, Chelmsford, Massachusetts 01824 (Address of Principal Executive Offices) (Zip Code) 1992 EQUITY INCENTIVE PLAN (Full title of the plan) Paul A. Lacy Kronos Incorporated 297 Billerica Road Chelmsford, Massachusetts 01824 (Name and address of agent for service) (978) 250-9800 (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 offering registration registered registered per share price fee - ---------- ---------- --------- --------- -------------- Common Stock, 1,000,000 $30.44(1) $30,440,000(1) $7,610.00 $.01 par shares value - ------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on April 17, 2001 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. Statement of Incorporation by Reference This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 33-49430, relating to the Registrant's 1992 Equity Incentive Plan and certain other plans of the Registrant. 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 Chelmsford, Commonwealth of Massachusetts on the 24th day of April, 2001. KRONOS INCORPORATED By:/s/ Mark S. Ain Mark S. Ain Chief Executive Officer Each person whose signature appears below constitutes and appoints Mark S. Ain, Paul A. Lacy and Alyce Moore, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Kronos Incorporated, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. 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 /s/ Mark S.Ain Chief Executive Officer ) Mark S. Ain and Chairman of ) the Board (principal ) executive officer) ) ) /s/ Paul A. Lacy Vice President, ) Paul A. Lacy Finance and Administration ) (principal financial ) and accounting officer) )April 24,2001 ) /s/ W. Patrick Decker Director and President ) W. Patrick Decker ) ) /s/ Richard J. Dumler Director ) Richard J. Dumler ) ) /s/ D. Bradley McWilliams Director ) D. Bradley McWilliams ) ) /s/ Lawrence Portner Director ) Lawrence Portner ) ) /s/ Samuel Rubinovitz Director ) Samuel Rubinovitz ) ) Exhibit Index Exhibit Number Description 5 Opinion of Hale and Dorr 23.1 Consent of Hale and Dorr (included in Exhibit 5) 23.2 Consent of Ernst & Young LLP EX-5 2 hale.txt Exhibit 5 April 23, 2001 Kronos Incorporated 297 Billerica Road Chelmsford, Massachusetts 01824 Re: Kronos Incorporated 1992 Equity Incentive Plan, as amended and restated 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") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 4,356,250 shares of common stock, $0.01 par value per share (the "Shares"), of Kronos Incorporated, a Massachusetts corporation (the "Company"), issuable under the Company's 1992 Equity Incentive Plan, as amended and restated (the "Plan"). We have examined the Restated Articles of Organization of the Company and the By-Laws of the Company, each as amended and restated to date, 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 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, and the authenticity of the originals of any 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 and the federal laws of the United States of America. 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. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. Based on 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 validly issued, fully paid and nonassessable. 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. In giving such consent, we do not 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 3 ey.txt Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1992 Equity Incentive Plan of Kronos Incorporated for the registration of 1,000,000 shares of its common stock, of our report dated October 25, 2000 with respect to the consolidated financial statements of Kronos Incorporated included in its Annual Report (Form 10-K) for the year ended September 30, 2000, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Boston, Massachusetts April 19, 2001 -----END PRIVACY-ENHANCED MESSAGE-----