-----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, CXum+qI3vVlgT515HPJnPCeHFE1GUVejQByWBWPDHR/rwQA3Fm5tcmsQAygT/718 BfcQGOsY7cqPHG+W2X7L/w== 0000950008-96-000298.txt : 19960912 0000950008-96-000298.hdr.sgml : 19960912 ACCESSION NUMBER: 0000950008-96-000298 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960911 EFFECTIVENESS DATE: 19960930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETCOM ON LINE COMMUNICATION SERVICES INC CENTRAL INDEX KEY: 0000909624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770317705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11775 FILM NUMBER: 96628724 BUSINESS ADDRESS: STREET 1: 3031 TISCH WAY CITY: SAN JOSE STATE: CA ZIP: 95128 BUSINESS PHONE: 4089835950 MAIL ADDRESS: STREET 1: 3031 TISCH WAY CITY: SAN JOSE STATE: CA ZIP: 95128 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 11, 1996. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 NETCOM ON-LINE COMMUNICATION SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 77-0317705 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2 North Second Street San Jose, California 95113 ------------------------------- ------------------- (Address of Principal (Zip Code) Executive Offices) AMENDED AND RESTATED 1993 STOCK OPTION PLAN ------------------------------------------- (Full title of the plan) Copy to: CLIFTON T. WEATHERFORD MICHAEL J. SULLIVAN, ESQ. Senior Vice President, MARIA L. PIZZOLI, ESQ. Chief Financial Officer and Secretary Pillsbury Madison & Sutro LLP NETCOM On-Line Communication Services, Inc. 2700 Sand Hill Road 2 North Second Street Menlo Park, CA 94025 San Jose, California 95113 (415) 233-4500 (408) 881-1815 - ------------------------------------------- ------------------------------ (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------- Title of Amount Proposed Maximum Proposed Amount of Securities To To Be Offering Price Maximum Aggregate Registration Be Registered Registered(1) per Share(2) Offering Price(1) Fee - ------------------------------------------------------------------------------------------------- Common Stock 832,142 shares $17.75 $14,770,521 $5,094 $0.01 par value, and Series C Preferred Stock Purchase Rights associated therewith. - ------------------------------------------------------------------------------------------------- (1) Calculated pursuant to General Instruction E on Form S-8. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices as reported on the Nasdaq National Market on September 9, 1996. (3) The Registration Fee has been calculated pursuant to Rule 457(h). ----------------- The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. - -------------------------------------------------------------------------------------------------
Page 1 of 8 pages Exhibit Index Appears on page 6. -1- INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 General Instruction E Information This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. Registrant's Form S-8 Registration Statements filed with the Securities and Exchange Commission on April 7, 1995 (File No. 33-91000) and May 14, 1996 (File No. 333-03721), are hereby incorporated by reference. Incorporation of Documents by Reference The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995. (2) Registrant's Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31 and June 30, 1996. (3) The description of Registrant's common stock, $0.01 par value per share, contained in Registrant's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the "Commission") on December 5, 1994. (4) The description of Registrant's Preferred Stock Purchase Rights for Series C Participating Preferred Stock, $0.01 par value per share, contained in Registrant's Registration Statement on Form 8-A, filed with the Commission on March 19, 1996. In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. -2- 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 the City of San Jose, State of California, on September 10, 1996. NETCOM ON-LINE COMMUNICATION SERVICES, INC. By /s/ David W. Garrison ------------------------------------- David W. Garrison President, Chief Executive Officer and Director (Principal Executive Officer) By /s/ Clifton T. Weatherford ------------------------------------- Clifton T. Weatherford Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) -3- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David W. Garrison and Clifton T. Weatherford, and each of them, his true and lawful attorneys-in-fact and agents, each 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, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date --------- ----- ---- /s/ David W. Garrison - ----------------------------- President, Chief September 10, 1996 David W. Garrison Executive Officer and Director (Principal Executive Officer) /s/ Clifton T. Weatherford - ----------------------------- Senior Vice President, September 10, 1996 Clifton T. Weatherford Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) /s/ Stephen J. Getsy - ----------------------------- Director September 5, 1996 Stephen J. Getsy /s/ Lawrence W. Lepard - ----------------------------- Director September 4, 1996 Lawrence W. Lepard - ----------------------------- Director Gary P. Madden -4- /s/ Ofer Nemirovsky - ----------------------------- Director September 10, 1996 Ofer Nemirovsky /s/ Leo J. Hindery, Jr. - ----------------------------- Director September 10, 1996 Leo J. Hindery, Jr. /s/ Charles C. Townsend, III - ----------------------------- Director September 4, 1996 Charles C. Townsend, III -5- INDEX TO EXHIBITS Exhibit Sequentially Number Exhibit Numbered Page - ------- ------- ------------- 4.1 NETCOM On-Line Communication Services, Inc. Amended and Restated 1993 Stock Option Plan, filed as Exhibit A to the Company's Definitive Proxy Statement dated April 29, 1996, as filed with the Commission on May 14, 1996, is hereby incorporated by reference. 5.1 Opinion regarding legality of securities to be 7 offered. 23.1 Consent of Independent Auditors. 8 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see pages 4-5). -6- EX-5.1 2 EXHIBIT 5.1 Law offices of PILLSBURY MADISON & SUTRO LLP 2700 Sand Hill Road Los Angeles MENLO PARK, CALIFRONIA 94025-7020 Menlo Park New York Telephone (415) 233-4500 Orange County Sacramento Telecopier (415) 233-4545 San Diego Washington, D.C. San Jose Tokyo Hong Kong - -------- Writer's Direct Dial Number September 11, 1996 NETCOM On-Line Communication Services, Inc. 2 North Second Street San Jose, CA 95113 Re: Registration Statement on Form S-8 Ladies and Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by NETCOM On-Line Communication Services, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, relating to 832,142 shares of the Company's common stock, $.01 par value, and the Series C Preferred Stock Purchase Rights associated therewith (the "Common Stock"), issuable pursuant to the Company's Amended and Restated 1993 Stock Option Plan (the "Plan"), it is our opinion that the Common Stock, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /S/ PILLSBURY MADISON & SUTRO LLP 08212 EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 1993 Stock Option Plan of Netcom On-Line Communication Services, Inc. of our report dated February 7, 1996, with respect to the consolidated financial statements of Netcom On-Line Communication Services, Inc. included in the Annual Report (Form 10-KSB) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. Ernst & Young LLP San Jose, California September 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----