1
As filed with the Securities and Exchange Commission on January 31, 1997
Registration No. 333-
--------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHANET SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
New Jersey
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
22-2554535
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
7 Ridgedale Avenue, Cedar Knolls, New Jersey 07927
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
1995 Stock Plan
1995 Non-Employee Director Stock Option Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Stan Gang
Chairman of the Board, President and Chief Executive Officer
AlphaNet Solutions, Inc.
7 Ridgedale Avenue, Cedar Knolls, New Jersey 07927
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(201) 267-0088
- --------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
David J. Sorin, Esq.
Andrew P. Gilbert, Esq.
Buchanan Ingersoll
500 College Road East
Princeton, NJ 08540
(609) 987-6800
2
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount Of
Title Of Securities To Be Price Per Offering Registration
To Be Registered Registered(1) Share Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share
To be issued under the 1995 Stock Plan 268,600 $15.44(2) $4,147,184(2) $1,257
Issued under the 1995 Stock Plan . . . 478,500 $ 9.23(3) $4,416,555(3) $1,338
To be issued under the 1995 Non-
Employee Director Stock Option Plan . 40,000 $15.44(2) $ 617,600(2) $ 187
Issued under 1995 Non-Employee
Director Stock Option Plan . . . . . 60,000 $11.08(4) $ 664,800(4) $ 202
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 847,100 $9,846,139 $2,984
====================================================================================================================================
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided
among four subtotals.
(2) Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated
solely for the purpose of calculating the registration fee and are based upon
the average of the high and low price per share of the Registrant's Common Stock
as reported on the Nasdaq National Market on January 29, 1997.
(3) Pursuant to Rule 457(h), these prices are calculated based on the
weighted average exercise price of $9.23 per share covering 478,500 shares
subject to stock options granted under the 1995 Stock Plan.
(4) Pursuant to Rule 457(h), these prices are calculated based on the
weighted average exercise price of $11.08 per share covering 60,000 shares
subject to stock options granted under the 1995 Non-Employee Director Stock
Option Plan.
-----------------
3
EXPLANATORY NOTE
This Registration Statement has been filed by AlphaNet Solutions, Inc.
(the "Company") in order to register an aggregate of 847,100 shares of Common
Stock, as follows: (i) 100,000 shares of Common Stock issuable under the 1995
Non-Employee Director Stock Option Plan (the "Director Plan"); and (ii) 747,100
shares of Common Stock issuable under the 1995 Stock Plan (the "Stock Plan,"
and collectively with the Director Plan hereinafter referred to as the
"Plans"), in each case adopted by the written consent of the then sole director
of the Company on August 25, 1995 and approved by the shareholders of the
Company on August 25, 1995.
i
4
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of this
Form S-8 will be sent or given to participants in the Plans listed on the cover
page of this Registration Statement as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act. Such document(s) are not being filed with the Commission but
constitute (taken together with the documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus
that meets the requirements of Section 10(a) (the "Section 10(a) Prospectus")
of the Securities Act.
The Company will provide a written statement to each participant of
the Plans advising each such participant of the availability without charge,
upon written or oral request, of the documents referred to under Item 3 --
"Incorporation of Documents by Reference" which have been incorporated in the
Section 10(a) Prospectus by reference, along with any other documents required
to be delivered to employees pursuant to Rule 428(b) promulgated by the
Commission under the Securities Act. Whenever updating information is
required, the Company shall furnish promptly without charge to each Plan
participant, upon written or oral request, a copy of all documents containing
the Plan information required by Part I that then constitute part of the
Section 10(a) Prospectus, although documents previously furnished need not be
re-delivered. Requests for such copies should be directed to the Vice
President and Chief Financial Officer, AlphaNet Solutions, Inc., 7 Ridgedale
Avenue, Cedar Knolls, New Jersey 07927. Telephone requests may be directed to
(201) 267-0088.
1
5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been or will be filed with the
Commission are incorporated herein by reference and in the Section 10(a)
Prospectus by reference:
(a) The Company's Registration Statement on Form S-1
(Registration No. 33-97922) in the form declared effective by the Commission on
March 20, 1996, including the Prospectus dated March 20, 1996, as filed with
the Commission pursuant to Rule 424(b) on March 21, 1996.
(b) All reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since March 20, 1996, the date the Company's Registration
Statements on Form S-1 and Form 8-A were declared effective by the Commission.
(c) The description of the Company's Common Stock, $.01 par
value, which is contained in the Company's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act in the form declared
effective by the Commission on March 20, 1996, including any subsequent
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A member of the firm Buchanan Ingersoll serves on the Board of
Directors of the Company, and, as a result of his election as a Director, was
granted, on May 3, 1996, options to purchase 20,000 shares of the Company's
Common Stock pursuant to the Director Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14A:3-5 of the Business Corporation Act of the State of New
Jersey permits each New Jersey business corporation to indemnify its directors,
officers, employees and agents against expenses and liability for each such
person's acts taken in his or her capacity as a director, officer, employee or
agent of the corporation if such actions were taken in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal proceeding, if
he or she had no reasonable
II-1
6
cause to believe his or her conduct was unlawful, provided that any such
proceeding is not by or in the right of the corporation.
Section 14A:2-7(3) of the Business Corporation Act of the State of New
Jersey enables a corporation in its certificate of incorporation to limit the
liability of directors and officers of the corporation to the corporation or
its shareholders. Specifically, the certificate of incorporation may provide
that directors and officers of the corporation will not be personally liable
for money damages for breach of a duty as a director or an officer, except for
liability (i) for any breach of the director's or officer's duty of loyalty to
the corporation or its stockholder, (ii) for acts or omissions not in good
faith or which involve a knowing violation of law, (iii) as to directors only,
under Section 14A:6-12(1)(a) of the Business Corporation Act of the State of
New Jersey, which relates to unlawful declaration of dividends or other
distributions of assets to stockholders or the unlawful purchase of shares of
the corporation, or (iv) for any transaction from which the director or officer
derived an improper personal benefit. The Registrant's amended and restated
certificate of incorporation limits the liability of its directors and officers
as authorized by Section 14A:2-7(3).
Article XI of the Registrant's Amended and Restated By-laws specifies
that the Registrant shall indemnify its directors and officers to the fullest
extent permitted by the Business Corporation Act of the State of New Jersey.
The Company has agreed to indemnify such parties for their actual and
reasonable expenses if such party acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the Company and such party
had no reasonable cause to believe his or her conduct was unlawful. This
provision of the By-laws is deemed to be a contract between the registrant and
each director and officer who serves in such capacity at any time while such
provision and the relevant provisions of the Business Corporation Act of the
State of New Jersey are in effect, and any repeal or modification thereof shall
not offset any rights or obligations then existing with respect to any
statement of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.
The Registrant has executed indemnification agreements with each of
its directors and executive officers pursuant to which the Company has agreed
to indemnify such parties to the fullest extent permitted by law, subject to
certain exceptions, if such party becomes subject to an action because such
party is a Director, officer, employee, agent or fiduciary of the Company.
The Registrant has obtained liability insurance for the benefit of its
directors and officers which provides coverage for losses of directors and
officers for liabilities arising out of claims against such persons acting as
directors or officers of the registrant (or any subsidiary thereof) due to any
breach of duty, neglect, error, misstatement, misleading statement, omission or
act done by such directors and officers, except as prohibited by law, or
otherwise excluded by such insurance policy.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought nor is the registrant aware of any threatened litigation that may result
in claims for indemnification by any director of officer.
II-2
7
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 1995 Stock Plan.
4.2 1995 Non-Employee Director Stock Option Plan.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion filed as Exhibit 5).
24 Power of Attorney (see "Power of Attorney" below).
II-3
8
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-4
9
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 authorized, in the Township of Hanover, State of New Jersey, on this 31st
day of January, 1997.
ALPHANET SOLUTIONS, INC.
By: /s/Stan Gang
--------------------------------------------
Stan Gang
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Stan Gang and Gary S. Finkel, and each
of them, his true and lawful attorneys-in-fact and agents 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 all exhibits thereto, and all 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 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 any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
II-5
10
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Stan Gang Chairman of the Board, President, Chief Executive January 31, 1997
-------------------------------- Officer and Director (principal executive
Stan Gang officer)
/s/Gary S. Finkel Vice President and January 31, 1997
-------------------------------- Chief Financial Officer (principal financial and
Gary S. Finkel accounting officer)
/s/Michael Gang Director January 31, 1997
--------------------------------
Michael Gang
/s/Michael R. Bruce Director January 31, 1997
--------------------------------
Michael R. Bruce
/s/David J. Sorin, Esq. Director January 31, 1997
--------------------------------
David J. Sorin, Esq.
/s/Susan Wolford Director January 31, 1997
--------------------------------
Susan Wolford
II-6
11
EXHIBIT INDEX
Exhibit Description Page
Number ----------- Number
------ ------
4.1 1995 Stock Plan.
4.2 1995 Non-Employee Director Stock Plan.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion filed
as Exhibit 5).
24 Power of Attorney (included on signature page).