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