May 8, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 re: 1992 Equity Incentive Plan Registration Statement on Form S-8 Ladies and Gentlemen: Submitted herewith for filing on behalf of Kronos Incorporated (the "Company") is a Registration Statement on Form S-8 relating to the registration of 1,000,000 shares of Common Stock issuable pursuant to options granted under the Company's 1992 Equity Incentive Plan. This filing is being effected by direct transmission to the Commission's EDGAR System. In anticipation of this filing, the Company caused the required filing fee of $10,398.75 to be wired directly to the Commission's account at the Mellon Bank in Pittsburgh. A copy of this Registration Statement has been filed concurrently with the Nasdaq National Market. Please contact the undersigned at (781)487-4945 with any questions or comments you may have regarding this filing. Very truly yours, Paul Lacy Vice President, Finance and Administration As filed with the Securities and Exchange Commission on May 8, 1998 Registration No. 33- 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) (781) 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, 1,000,000 $35.25(1) $35,250,000(1) $10,398.75 $.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 May 7, 1998 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 8th day of May, 1998. 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 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 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) )May 8, 1998 ) /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 LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5) 23.2 Consent of Ernst & Young LLP Exhibit 5 May 8, 1998 Kronos Incorporated 400 Fifth Avenue Waltham, Massachusetts 02154 Re: 1992 Equity Incentive Plan Ladies and Gentlemen: We have assisted in the preparation of this Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 1,000,000 shares of Common Stock, $.01 par value per share (the "Shares"), of Kronos Incorporated, a Massachusetts corporation (the "Company"), issuable under the Company's 1992 Equity Incentive Plan (the "Plan"). We have examined the Restated Articles of Organization of the Company, the Amended and Restated By-Laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based on the foregoing, we are of the opinion that the Company has duly authorized for issuance the shares of its Common Stock covered by the Registration Statement to be issued under the Plan, as described in the Registration Statement, and such shares, when issued in accordance with the terms of 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 in connection with the Registration Statement. Very truly yours, HALE AND DORR LLP Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1992 Equity Incentive Plan of Kronos Incorporated for the registration of 1,000,000 shares of its common stock, of our report dated October 28, 1997 with respect to the consolidated financial statements and schedule of Kronos Incorporated included in its Annual Report (Form 10-K) for the year ended September 30, 1997, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Boston, Massachusetts May 4, 1998