-----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, AB5+G4rvxpCr5EK6HhJkaAasvH8oSXaOwoYk7l0Je0VuLcZ6u2n98JomGpBgrcJp 0fN9wYhfoc/OWAw35+2fJw== 0000950008-96-000164.txt : 19960515 0000950008-96-000164.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950008-96-000164 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960514 EFFECTIVENESS DATE: 19960602 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETCOM ON LINE COMMUNICATION SERVICES INC CENTRAL INDEX KEY: 0000909624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770317705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03721 FILM NUMBER: 96564385 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 May 14, 1996. Registration No. 33- - -------------------------------------------------------------------------------- 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.) 3031 Tisch Way San Jose, California 95128 ------------------------------ ------------------------------ (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 3031 Tisch Way Menlo Park, CA 94025 San Jose, California 95128 (415) 233-4500 (408) 983-5950 - ----------------------------------- -------------------------- (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 729,598 shares $35.50 $25,900,729 $8,932 $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 May 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 Statement filed with the Securities and Exchange Commission on April 7, 1995 (File No. 33-91000), is 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, which contains, among other things, the consolidated financial statements of Registrant and certain supplementary data for the fiscal year ended December 31, 1995, together with the report thereon of Ernst & Young LLP, independent auditors. (2) The description of Registrant's common stock, $0.01 par value per share, contained in Registrant's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission (the "Commission") on December 5, 1994. (3) 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, as 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 autho- rized, in the City of San Jose, State of California, on May 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 Registra- tion 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 May 10, 1996 ------------------------- David W. Garrison Executive Officer and Director (Principal Executive Officer) /S/ CLIFTON T.WEATHERFORD Senior Vice President, May 10, 1996 ------------------------- Chief Financial Officer Clifton T. Weatherford and Secretary (Principal Financial and Accounting Officer) /S/ Stephen J. Getsy Director May 10, 1996 ---------------------- Stephen J. Getsy /S/ LAWRENCE W. LEPARD Director May 10, 1996 ---------------------- Lawrence W. Lepard /S/ GARY P. MADDEN Director May 10, 1996 ---------------------- Gary P. Madden -4- Signature Title Date --------- ----- ---- /S/ OFER NEMIROVSKY Director May 10, 1996 ---------------------- Ofer Nemirovsky /S/ MICHAEL R. O'BRIEN Director May 10, 1996 ---------------------- Michael R. O'Brien /S/ CHARLES C. TOWNSEND, III - ---------------------------- Director May 10, 1996 Charles C. Townsend, III -5- INDEX TO EXHIBITS ----------------- Exhibit Sequentially Number Exhibit Numbered Page ------- ------- ------------- 4.1 Rights Agreement between Registrant and Chemical (*) Mellon Shareholder Services L.L.C., as Rights Agent. 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). - -------------------- (*) Incorporated by reference from Exhibit 5.1 to the Registrant's Report on Form 8-K, filed with the Securities and Exchange Commission on March 18, 1996. -6- EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 ----------- Law Offices Of PILLSBURY MADISON & SUTRO LLP 2700 Sand Hill Road Los Angeles MENLO PARK, CALIFORNIA 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 May 13, 1996 NETCOM On-Line Communication Services, Inc. 3031 Tisch Way San Jose, CA 95128 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 729,598 shares of the Company's common stock, $.01 par value (the "Common Stock") and the Preferred Stock Purchase Rights associated therewith, 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 8212 EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 ------------ CONSENT OF 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-K) for the year ended December 31, 1995. /S/ ERNST & YOUNG LLP San Jose, California May 7, 1996 -----END PRIVACY-ENHANCED MESSAGE-----