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