-----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, H4rLfRFkDuNJOPRA6r8rwzPlnpob6emVCHEGQyM8qgSkDzCk/cYiLH6QO1ar1Qoh U+XC6V5MeTj5BX/hqi5nyw== 0000950128-98-001187.txt : 19981228 0000950128-98-001187.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950128-98-001187 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981222 EFFECTIVENESS DATE: 19981222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORE SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000920000 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 251628117 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-69521 FILM NUMBER: 98774054 BUSINESS ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 BUSINESS PHONE: 7247424444 MAIL ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 S-8 1 FORE SYSTEMS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998. Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- FORE SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 25-1628117 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1000 FORE DRIVE WARRENDALE, PENNSYLVANIA 15086-7502 (Address of Principal Executive Offices) (Zip Code)
FORE SYSTEMS, INC. 1995 STOCK INCENTIVE PLAN (Full Title of the Plan) THOMAS J. GILL PRESIDENT AND CHIEF EXECUTIVE OFFICER FORE SYSTEMS, INC. 1000 FORE DRIVE WARRENDALE, PENNSYLVANIA 15086-7502 (Name and Address of Agent for Service) (724) 742-4444 (Telephone Number, Including Area Code, of Agent for Service) ---------- COPY OF ALL COMMUNICATIONS TO: CHRISTOPHER H. GEBHARDT VICE PRESIDENT, CORPORATE COUNSEL AND SECRETARY FORE SYSTEMS, INC. 1000 FORE DRIVE WARRENDALE, PENNSYLVANIA 15086-7502 (724) 742-7658 ---------- CALCULATION OF REGISTRATION FEE
==================================================================================================================================== AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE (1) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share 1995 Stock Incentive Plan 249,238 shares $17.625 $4,392,820 $1,296 ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low sale prices of the registrant's Common Stock reported on the Nasdaq National Market on December 15, 1998. ================================================================================ 2 This Registration Statement on Form S-8 (the "Registration Statement") of FORE Systems, Inc. (the "Company") relates to the registration of the issuance and sale of up to an aggregate of 249,238 shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), pursuant to the Company's 1995 Stock Incentive Plan (the "Plan"). A registration statement on Form S-8 (File No. 33-99350) (the "November Registration Statement") with respect to the issuance and sale of up to an aggregate of 5,600,000 shares of Common Stock issuable under the Plan was filed with the Securities and Exchange Commission (the "Commission") on November 14, 1995 and is currently effective. A registration statement on Form S-8 (File No. 333-4052) (the "April Registration Statement") with respect to the issuance and sale of up to an aggregate of 3,383,700 shares of Common Stock issuable under the Plan was filed with the Commission on April 24, 1996 and is currently effective. A registration statement on Form S-8 (File No. 333-47483) (the "March Registration Statement") with respect to the issuance and sale of up to an aggregate of 968,986 shares of Common Stock issuable under the Plan was filed with the Commission on March 6, 1998 and is currently effective. The contents of the November Registration Statement, the April Registration Statement and the March Registration Statement are hereby incorporated by reference into this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. In addition to the documents incorporated by reference into the November Registration Statement, the April Registration Statement and the March Registration Statement, the following documents filed with the Commission are incorporated by reference into this Registration Statement: 1. The Company's Annual Report on Form 10-K, filed with the Commission for the fiscal year ended March 31, 1998 (No. 0-24156); 2. The Company's Quarterly Report on Form 10-Q, filed with the Commission for the quarterly period ended June 30, 1998 (No. 0-24156); 3. The Company's Quarterly Report on Form 10-Q, filed with the Commission for the quarterly period ended September 30, 1998 (No. 0-24156); 4. The Company's Current Report on Form 8-K, dated September 11, 1998; 5. The Company's Current Report on Form 8-K/A Amendment No. 1, dated September 11, 1998; and 6. The Company's Current Report on Form 8-K, dated October 1, 1998. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Plan meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). II-1 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares of Common Stock to be issued under this Registration Statement will be passed upon for the Company by Morgan, Lewis & Bockius LLP, Pittsburgh, Pennsylvania. As of December 22, 1998, Marlee S. Myers, a partner of Morgan, Lewis & Bockius LLP, held options to acquire up to 40,000 shares of Common Stock. ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION - ----------------- -------------------------------------------------------------------------------------------- 4.1 Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (as amended by Certificate of Amendment dated May 6, 1996) (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996). 4.2 Second Amended and Restated By-Laws of FORE Systems, Inc. (as amended through March 5, 1997) (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997). 4.3 FORE Systems, Inc. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (File No. 33-99350)). 5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement).
II-2 4 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 Borough of Warrendale, Commonwealth of Pennsylvania, on December 22, 1998. FORE Systems, Inc. By: /s/ Thomas J. Gill ---------------------------- Thomas J. Gill President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of FORE Systems, Inc. hereby constitutes and appoints Thomas J. Gill and Bruce E. Haney, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, to sign one or more amendments to this Registration Statement on Form S-8 under the Securities Act, including post-effective amendments and other related documents, and to file the same with the Commission under said Act, hereby granting power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully as 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 may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:
Signature Title Date --------- ----- ---- /s/ Eric C. Cooper Chairman and a Director December 22, 1998 - -------------------------------- Eric C. Cooper /s/ Thomas J. Gill President and Chief Executive Officer December 22, 1998 - -------------------------------- (Principal Executive Officer) and a Director Thomas J. Gill /s/ Robert D. Sansom Senior Vice President and Chief Technical December 22, 1998 - -------------------------------- Officer and a Director Robert D. Sansom /s/ Bruce E. Haney Senior Vice President and Chief Financial December 22, 1998 - -------------------------------- Officer (Principal Financial Officer) Bruce E. Haney /s/ Gary J. Brunner Vice President, Controller and Treasurer December 22, 1998 - -------------------------------- (Principal Accounting Officer) Gary J. Brunner /s/ John C. Baker Director December 22, 1998 - -------------------------------- John C. Baker /s/ Daniel W. McGlaughlin Director December 22, 1998 - -------------------------------- Daniel W. McGlaughlin /s/ Daniel R. Hesse Director December 22, 1998 - -------------------------------- Daniel R. Hesse /s/ John T. LaMacchia Director December 22, 1998 - -------------------------------- John T. LaMacchia
5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------------- -------------------------------------------------------------------------------------------- 4.1 Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (as amended by Certificate of Amendment dated May 6, 1996) (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996). 4.2 Second Amended and Restated By-Laws of FORE Systems, Inc. (as amended through March 5, 1997) (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997). 4.3 FORE Systems, Inc. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (File No. 33-99350)). 5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement).
EX-5.1 2 FORE SYSTEMS, INC. 1 EXHIBIT 5.1 MORGAN, LEWIS & BOCKIUS LLP ONE OXFORD CENTRE PITTSBURGH, PA 15219-1417 December 22, 1998 FORE Systems, Inc. 1000 FORE Drive Warrendale, PA 15086-7502 Re: FORE Systems, Inc. - Form S-8 Registration Statement Relating to the 1995 Stock Incentive Plan ------------------------- Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the above-referenced Registration Statement on Form S-8 (the "Registration Statement") for filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and the regulations thereunder. The Registration Statement relates to 249,238 shares of Common Stock, par value $.01 per share (the "Common Stock"), of FORE Systems, Inc. which will be issued pursuant to the FORE Systems, Inc. 1995 Stock Incentive Plan (the "Plan"). We have examined the Company's Amended and Restated Certificate of Incorporation, as amended, the Company's Second Amended and Restated By-Laws, minutes and such other documents, and have made such inquiries of the Company's officers, as we deemed appropriate. In our examination, we have assumed the genuineness of all signatures, the authenticity of all items submitted to us as originals, and the conformity with originals of all items submitted to us as copies. Based upon the foregoing, it is our opinion that the Company's Common Stock originally issued by the Company to eligible participants through the Plan, when issued and delivered as contemplated by the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ MORGAN, LEWIS & BOCKIUS LLP EX-23.1 3 FORE SYSTEMS, INC. 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of the FORE Systems, Inc. 1995 Stock Incentive Plan of our report dated April 22, 1998 appearing on page 24 of FORE Systems, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1998. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP December 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----