As filed with the Securities and Exchange Commission
on July 26, 1996
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.)
400 Fifth Avenue, Waltham, Massachusetts 02154
(Address of Principal Executive Offices) (Zip Code)
1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
Paul A. Lacy
Kronos Incorporated
400 Fifth Avenue
Waltham, Massachusetts 02154
(Name and address of agent for service)
(617) 890-3232
(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, 412,500 $26.38 (1) $10,879,688(1) $3,752
$.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 July 24, 1996 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 Waltham, Commonwealth of Massachusetts on the 26th
day of July, 1996.
KRONOS INCORPORATED
By:/s/ Mark S. Ain
Mark S. Ain
President
Each person whose signature appears below constitutes and appoints Mark
S. Ain, Paul A. Lacy and Sally Wallace, 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 President, Chief Executive )
Mark S. Ain Officer 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) )July 26, 1996
)
/s/ D. Bradley McWilliams Director )
D. Bradley McWilliams )
)
/s/ Lawrence Portner Director )
Lawrence Portner )
)
/s/ Theodore G. Johnson Director )
Theodore G. Johnson )
)
/s/ David B. Kiser Director )
David B. Kiser )
)
/s/ Donald S. Levy Director )
Donald S. Levy )
)
/s/ Richard J. Dumler Director )
Richard J. Dumler )
)
/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