As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BBN CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1986 STOCK INCENTIVE PLAN 04-2164398
(State or other jurisdiction (Full title of the plans) (I.R.S. Employer
of incorporation or organization) Identification Number)
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150 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MASSACHUSETTS 02140
(617) 873-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
RALPH A. GOLDWASSER
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
BBN CORPORATION
150 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MASSACHUSETTS 02140
(617) 873-2000
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate offering registration
securities to be registered registered<F1> per share<F2> price<F2> fee
Common Stock -- $1.00 Par Value: 850,000 $23.1875 $19,709,375 $5,972.54
<FN>
<F1> This Registration Statement also covers such indeterminable number
of additional shares of Common Stock, par value $1.00 per share ("Common
Stock"), of BBN Corporation (the "Company") as may become deliverable
as a result of future adjustments in accordance with the Company's 1986 Stock
Incentive Plan.
<F2> The offering price has been estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) on the basis of the
average high and low prices for the Common Stock on February 5, 1997 as
reported on the New York Stock Exchange.
</FN>
EXPLANATORY NOTE
This registration Statement covers 850,000 shares of the Company's Common Stock
to be issued pursuant to the Company's 1986 Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated by reference:
(1) The Company's Annual Report on Form 10-K for the year ended June 30,
1996, including the portions of the Company's Proxy Statement dated
October 2, 1996 relating to its 1996 Annual Meeting of Shareholders.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
(3) The Company's Current Report on Form 8-K filed with the Commission on
November 14, 1996.
(4) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed in 1961, as supplemented by
the description of the Company's Common Stock Purchase Rights contained
in its Registration Statement on Form 8-A filed on June 28, 1988.
All other reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the termination of this offering shall be
incorporated by reference into this Registration Statement and shall be deemed
to be a party of this Registration Statement from the date of filing of such
reports and documents. Any statement contained herein or in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is organized under the laws of Massachusetts. The Massachusetts
Business Corporation Law provides that indemnification of directors, officers,
employees, and other agents of a Massachusetts corporation, and persons who
serve at its request as directors, officers, employees, or other agents of
another organization, or who serve at its request in any capacity with respect
to any employee benefit plan, may be provided by the
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corporation to whatever extent is specified in charter document or votes adopted
by its shareholders, except that no indemnification may be provided for any
person with respect to any matter as to which the person shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation, or to the
extent that such matter relates to services with respect to an employee benefit
plan, with best interests of the participants or beneficiaries of such employee
benefit plan. Under Massachusetts law, a corporation can purchase and maintain
insurance on behalf of any person against any liability incurred as a director,
officer, employee, agent, or person serving at the request of the corporation as
a director, officer, employee, or other agent of another organization or with
respect to any employee benefit plan, in his capacity as such, whether or not
the corporation would have the power to itself indemnify him against such
liability.
The Company's Restated Articles of Organization provide that a director of
the Company shall not be liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
such exculpation from liability is not permitted by the Business Corporation Law
of Massachusetts as the same exists now or may hereafter be amended. Such
Restated Articles of Organization provide further that no amendment to or repeal
of the foregoing provision shall apply to or have any effect on the liability or
alleged liability of any director for or with respect to any act or omission of
such director occurring prior to such amendment or repeal.
The Company's By-laws provide the Company shall, to the extent legally
permissible, indemnify each of its directors and officers (including persons who
serve at its request as directors, officers, or trustees of another organization
in which it has any interest, as a shareholder, creditor or otherwise) against
all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, in which he may be involved
or with which he may be threatened, while in office or thereafter, by reason of
his being or having been such a director or officer, except with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Company; provided, however, that as to any matter disposed of
by a compromise payment by such director or officer, pursuant to a consent
decree or otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless such compromise shall be approved as in the
best interests of the Company, after notice that it involves such
indemnification, (a) by a disinterested majority of the directors then in
office; or (b) by a majority of the disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent legal
counsel to the effect that such director or officer appears to have acted in
good faith in the reasonable belief that his action was in the best interests of
the Company; or (c) by the holders of a majority of the outstanding stock at the
time entitled to vote for directors, voting as a single class, exclusive of any
stock owned by any interested director or officer. The By-laws further provide
that the right of indemnification provided therein shall not be exclusive of or
affect any other rights to which any director or officer may be entitled.
The Company maintains a Directors and Officers Liability and Corporate
Reimbursement Insurance Policy and a Fiduciary Responsibility Insurance Policy
covering its directors and officers.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
4.1 1986 Stock Incentive Plan, as amended through November 6, 1996.
5.1 Opinion of Ropes & Gray.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5.1
to this Registration Statement).
24.1 Power of Attorney (included on the signature page of this Registration
Statement under the caption "Power of Attorney").
Item 9. Undertakings.
(a) 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: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof), which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement, and (iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to
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each person to whom the Prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the Prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, the Commonwealth of Massachusetts, on
this 6th day of February, 1997.
BBN Corporation
By: /s/George H. Conrades
_____________________________________
George H. Conrades
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes George H. Conrades, Ralph A. Goldwasser, and
John Montjoy and each of them singly, his or her true and lawful attorneys with
full power to them, and each of them singly, to sign for him or her and in his
or her name in the capacities indicated below any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, and he or
she hereby ratifies and confirms his or her signature as it may be signed by
said attorneys, or any of them, to any and all such amendments.
Signature Capacity in Which Signed Date
/s/George H. Conrades Chairman, President, Chief Executive Officer, February 6, 1997
_____________________________ and Director
George H. Conrades
(principal executive officer)
/s/Ralph A. Goldwasser Senior Vice President and Chief Financial February 6, 1997
_____________________________ Officer
Ralph A. Goldwasser
(principal financial officer)
/s/Paul F. Brauneis Vice President and Controller February 6, 1997
_____________________________
Paul F. Brauneis
(principal accounting officer)
/s/John M. Albertine Director February 6, 1997
______________________________
John M. Albertine
/s/Lucie J. Fjeldstad Director February 6, 1997
______________________________
Lucie J. Fjeldstad
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/s/Max D. Hopper Director February 6, 1997
_________________________
Max D. Hopper
/s/Stephen R. Levy Director February 6, 1997
________________________
Stephen R. Levy
/s/Regis McKenna Director February 6, 1997
________________________
Regis McKenna
/s/Andrew L. Nichols Director February 6, 1997
________________________
Andrew L. Nichols
/s/Roger D. Wellington Director February 6, 1997
________________________
Roger D. Wellington
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EXHIBIT INDEX
Number Title of Exhibit
4.1 1986 Stock Incentive Plan, as amended through
November 6, 1996
5.1 Opinion of Ropes & Gray
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ropes & Gray (contained in the opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on the signature page of this
Registration Statement under the caption "Power of
Attorney").
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