As filed with the Securities and Exchange Commission on August 22, 1996
Registration Statement No. 33-
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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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ALPHA-BETA TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2997834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Biotech Park
One Innovation Drive
Worcester, MA 01605
(Address of principal executive offices)
ALPHA-BETA TECHNOLOGY, INC.
1988 STOCK OPTION AND GRANT PLAN
(Full title of the Plan)
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SPIROS JAMAS
President and Chief Executive Officer
ALPHA-BETA TECHNOLOGY, INC.
Three Biotech Park
One Innovation Drive
Worcester, MA 01605
(Name and address of agent for service)
(508) 798-6900
(Telephone number, including area code, of agent for service)
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Copies to:
JOHN J. EGAN III, ESQ.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to be Amount to be Price Per Offering Registration
Registered Registered (1) Share (2) Price Fee
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Common Stock,
$0.01 par value 500,000 $8.0625 $4,031,250 $1,391
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(1) Plus such additional number of shares as may be required pursuant to the
option plan in the event of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of determining
the amount of the registration fee and is based solely upon the market
value of outstanding shares of the Company's common stock on
August 16, 1996, utilizing the average of the high and low sale
prices reported on the Nasdaq National Market on that date.
Explanatory Note
This Registration Statement on Form S-8 relates to shares of the Common
Stock, par value $.01 per share (the "Common Stock"), of Alpha-Beta Technology,
Inc. (the "Company") which may be issued under the Company's 1988 Stock Option
and Grant Plan, as amended (the "Plan"). The Company hereby incorporates by
reference the registration statement on Form S-8, File No. 33-56060, filed with
the Securities and Exchange Commission on December 22, 1992, covering 748,000
shares of Common Stock which may be issued pursuant to the Plan, the Company's
registration statement on Form S-8, File No. 33-83042, filed with the Securities
and Exchange Commission on August 17, 1994, covering 530,000 additional shares
of Common Stock which may be issued pursuant to the Plan, and the Company's
registration statement on Form S-8, File No. 33-95334, filed with the Securities
and Exchange Commission on August 1, 1995, covering 500,000 shares of Common
Stock which may be issued pursuant to the Plan. This Registration Statement
covers up to 500,000 additional shares of Common Stock which may be issued
pursuant to the Plan.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Power of Attorney (included in signature page of this registration
statement).
99.1 Alpha-Beta Technology, Inc. 1988 Stock Option and Grant Plan, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Worcester, Commonwealth of Massachusetts, on August
22, 1996.
ALPHA-BETA TECHNOLOGY, INC.
By: /s/ Spiros Jamas
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Spiros Jamas,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints Spiros
Jamas, D. Davidson Easson, Jr. and Augustine Lawlor, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents 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 their substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
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/s/ Spiros Jamas President, Chief Executive August 22, 1996
- ---------------- Officer and Director
Spiros Jamas (Principal Executive Officer)
/s/ D. Davidson Easson, Jr. Executive Vice President, August 22, 1996
- --------------------------- Treasurer, Chief Operating
D. Davidson Easson, Jr. Officer and Director
/s/ Augustine Lawlor Vice President, Finance and August 22, 1996
- -------------------- Chief Financial Officer
Augustine Lawlor (Principal Financial and
Accounting Officer)
/s/ Gustav A. Christensen Chairman of the Board August 22, 1996
- ------------------------- of Directors
Gustav A. Christensen
/s/ Bernard Canavan Director August 22, 1996
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Bernard Canavan
/s/ Lawrence C. Hoff Director August 22, 1996
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Lawrence C. Hoff
/s/ Michael E. Porter Director August 22, 1996
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Michael E. Porter
/s/ Peter H. Levine, M.D. Director August 22, 1996
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Peter H. Levine, M.D.
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Goodwin, Procter & Hoar LLP as
to the legality of the securities being registered
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants
24.1 Power of Attorney (included in signature page of this
registration statement)
99.1 Alpha-Beta Technology, Inc. 1988 Stock Option and Grant
Plan, as amended