AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1998
Registration No.333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEWSEDGE CORPORATION.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3016142
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
80 BLANCHARD ROAD
BURLINGTON, MA 01803
(Address of Principal Executive Offices)
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AMENDED AND RESTATED 1989 STOCK OPTION PLAN
1995 INCENTIVE STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1996 STOCK OPTION PLAN
1996 AMENDED AND RESTATED STOCK PLAN
(FULL TITLE OF THE PLAN)
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EDWARD R. SIEGFRIED
CHIEF FINANCIAL OFFICER
NEWSEDGE CORPORATION
80 BLANCHARD ROAD
BURLINGTON, MA 01803
(Name and Address of Agent For Service)
(781) 229-3000
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
LAWRENCE S. WITTENBERG, ESQ.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE(1)
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AMENDED AND RESTATED 1989 STOCK OPTION PLAN
NewsEDGE Corporation 1,765,767 shares $ 6.92 $12,214,694 $3,603.33
Common Stock,
$.01 par value
1995 INCENTIVE STOCK OPTION PLAN
NewsEDGE Corporation 30,131 shares $ 0.46 $ 13,860 $ 4.09
Common Stock,
$.01 par value
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NewsEDGE Corporation 55,000 shares $12.34 $ 678,750 $ 200.23
Common Stock,
$.01 par value
1996 STOCK OPTION PLAN
NewsEDGE Corporation 29,318 shares $ 6.93 $ 203,216 $ 59.95
Common Stock,
$.01 par value(2)
1996 AMENDED AND RESTATED STOCK PLAN
NewsEDGE Corporation 29,798 shares $ 0.84 $ 25,119 $ 7.41
Common Stock,
$.01 par value(2)
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Total: 1,910,014 shares $3,875.01
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(1) Based on options to purchase 1,910,014 shares of NewsEDGE
Corporation's Common Stock granted as of February 24, 1998 under Individual,
Inc.'s Amended and Restated 1989 Stock Option Plan, 1995 Incentive Stock Option
Plan, 1996 Non-Employee Director Stock Option Plan, 1996 Stock Option Plan and
1996 Amended and Restated Stock Plan (the "Individual Plans"). All of such
shares are issuable upon the exercise of outstanding options to purchase the
number of shares at the exercise price listed above. Pursuant to Rule 457(h)(1),
the aggregate offering price and the fee have been computed upon the basis of
the price at which the options may be exercised.
This Registration Statement covers an aggregate of 1,910,014 shares of
Common Stock, $.01 par value per share, of NewsEDGE Corporation ("NewsEDGE" or
the "Registrant") issuable upon exercise of options granted pursuant to certain
employee benefit plans of Individual, Inc. ("Individual"), which were assumed by
NewsEDGE in connection with transactions between Desktop Data, Inc. ("Desktop").
Individual was merged into Desktop Data, Inc. on February 24, 1998 pursuant to
an Agreement and Plan of Merger and Reorganization dated as of November 2, 1997
(the "Merger Agreement"). The merger of Desktop Data, Inc. and Individual
resulted in the combined company known as NewsEDGE Corporation. Pursuant to the
terms of the Merger Agreement, NewsEDGE assumed all of the then outstanding but
unexerciseable options granted under the Individual Plans, which consisted of
options to purchase an aggregate of 3,820,224 shares of Individual Common
Stock. As a result of the merger, these options are now exercisable for an
aggregate of 1,910,014 shares of NewsEDGE Common Stock, assuming the exercise of
all such outstanding options. No additional options or other rights will be
granted by NewsEDGE under the Individual Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by NewsEDGE with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated in this Registration Statement by reference as of their respective
dates (File No. 0-26540):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as amended, filed pursuant to the Exchange
Act which contains audited financial statements for the fiscal year
ended December 31, 1996, and the Registrant's current report on form
8-K (filed November 14, 1997) filed with the Commission.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
filed pursuant to the Exchange Act.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statements on
Form 8-A filed pursuant to Section 12(g) of the Exchange Act on
April 1, 1995 and incorporating by reference the information
contained in the Form S-1.
All documents subsequently filed with the Commission by the Registrant
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
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and the Registrant's Second Amended
and Restated Certificate of Incorporation and Amended and Restated By-laws
provide for indemnification of the Registrant's directors and officers for
liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interest of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnified party had no reasonable cause to
believe were unlawful. Reference is made to the Registrant's Second Amended and
Restated Certificate of Incorporation filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 (File No. 333-44887) and to the Registrant's
Amended and Restated By-Laws filed as Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (File No. 33-94054), and incorporated herein
by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
Exhibit 24.1 Power of Attorney (included as part of the signature page
to this Registration Statement)
Exhibit 99.1 Amended and Restated 1989 Stock Option Plan
Exhibit 99.2 1995 Incentive Stock Option Plan
Exhibit 99.3 1996 Non-Employee Director Stock Option Plan
Exhibit 99.4 1996 Stock Option Plan
Exhibit 99.5 1996 Amended and Restated Stock Plan
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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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(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;
(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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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) 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
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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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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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 Burlington, Massachusetts, on the 25th day of February, 1998
NEWSEDGE CORPORATION.
By: /s/ Edward R. Siegfried
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Edward R. Siegfried
Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of NewsEDGE Corporation, hereby
severally constitute and appoint Donald L. McLagan and Edward R. Siegfried, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement filed herewith and any and all amendments
thereto (including post-effective amendments), and generally to do all such
things in our names and on our behalf in our capacities as officers and
directors to enable NewsEDGE Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title(s) Date
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/s/ Donald L. McLagan President, Chairman, February 25, 1998
- -------------------------------------------- Chief Executive Officer
Donald L. McLagan and Director
(principal executive officer)
/s/ Edward R. Siegfried Vice President, Finance, Chief February 25, 1998
- -------------------------------------------- Financial Officer, Treasurer
Edward R. Siegfried and Assistant Secretary
(principal financial officer)
/s/ Michael E. Kolowich Vice Chairman and Director February 25, 1998
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Michael E. Kolowich
/s/ Ellen Carnahan Director February 25, 1998
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Ellen Carnahan
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/s/ June Rokoff Director February 25, 1998
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June Rokoff
/s/ Rory Cowan Director February 25, 1998
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Rory Cowan
/s/ William A. Devereaux Director February 25, 1998
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William A. Devereaux
/s/ James D. Daniell Director February 25, 1998
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James D. Daniell
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5.1)
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement)
Exhibit 99.1 Amended and Restated 1989 Stock Option Plan
Exhibit 99.2 1995 Incentive Stock Option Plan
Exhibit 99.3 1996 Non-Employee Director Stock Option Plan
Exhibit 99.4 1996 Stock Option Plan
Exhibit 99.5 1996 Amended and Restated Stock Plan