As filed with the Securities and Exchange Commission on January 17, 2001
Registration No. 333-________
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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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NX NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
54-1345159
(I.R.S. Employer Identification No.)
13595 Dulles Technology Drive
Herndon, Virginia 20171
(Address of Principal Executive Offices, Including Zip Code)
AMENDED AND RESTATED AETHERWORKS CORPORATION 1997 STOCK OPTION PLAN
(Full Title of the Plan)
Jay R. Schifferli
General Counsel
Nx Networks, Inc., 13595 Dulles Technology Drive, Herndon, Virginia 20171
(Name and Address of Agent for Service)
(703) 742-6000
(Telephone Number, Including Area Code of Agent For Service)
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COPY TO:
John T. Capetta, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Resigtered Registered(2) Offering Price Per Share(3) Aggregate Offering Price(3) Registration Fee
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Common Stock,
par value $.05 per share(1) 1,799,714 Shares $1.63 $2,933,533.82 $733.38
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(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction which results in an
increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) The Registrant is registering 1,799,714 shares of its Common Stock, par
value $.05 per share, for issuance pursuant to the Amended and Restated
AetherWorks Corporation 1997 Stock Option Plan.
(3) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee. Computation is based upon the Registrant's good faith
estimate of the value of its Common Stock based upon the average of the
high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market on January 10, 2001.
EXPLANATORY NOTE
The purpose of this Registration Statement is to register an additional
1,799,714 shares of our common stock issuable pursuant to the Plan. We amended
the Plan on December 23, 2000 for the sole purpose of increasing the number of
shares covered by the Plan from 1,826,372 shares to 3,626,086 shares. The
contents of Registration Statement File No. 333-42608 previously filed by us and
relating to 1,826,372 shares of common stock to be offered under the Plan is
incorporated by reference into this Registration Statement pursuant to General
Instruction E to Form S-8.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part 1 of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission (the "Commission") Rule 428(b)(1). Such documents need not
be filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to incorporate by reference the information we file
with it. The information incorporated by reference is considered to be part of
this report, and later information file with the SEC will update and sucpersede
that information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 139a), 13(c), 14 or 15(d) of the
Securities Exchange Act.
o Our Annual Report on Form 10-K and Form 10-K/A for the year ended
December 31, 1999.
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000, and September 30, 2000, as amended.
o Our Current Reports on Form 8-K dated January 14, 2000,February 23,
2000, March 11, 2000 and September 19, 2000 and on Form 8-K/A dated
February 7, 2000 and May 30, 2000.
o The sections of our Proxy Statement relating to our Special Meeting of
Stockholders to be held on February 28, 2001, captioned "Executive
Compensation" and "Stock Ownership of Management and Others."
o The description of our common stock contained in our Registration
Statement on Form 8-A filed August 5, 1992.
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ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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*5 Opinion of Kelley Drye & Warren LLP regarding the legality
of the Common Stock being registered.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Kelley Drye & Warren LLP (included in their
opinion filed as Exhibit 5 hereto).
*24 Power of Attorney (incorporated by reference to the
signature page of this Registration Statement).
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* Filed herewith.
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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
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 Town of Herndon, State of Virginia, on this 16th day of
January 2001.
NX NETWORKS, INC.
By: /S/ JOHN DUBOIS
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Name: John DuBois
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
John DuBois and Jay Schifferli, and each of them, as attorneys-in-fact, with
full power of substitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
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 DATE
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/s/ John Dubois Chief Executive Officer and Director January 16, 2001
- ---------------------------------------- (Principal Executive Officer)
John DuBois
/s/ Peter Kendrick Vice President of Finance and Chief January 16, 2001
- ---------------------------------------- Financial Officer
Peter J. Kendrick (Principal Financial and Accounting
Officer)
/s/ Steven Francesco Chairman of the Board of Directors January 16, 2001
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Steven T. Francesco
/s/ Douglas J. Mello Director January 16, 2001
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Douglas J. Mello
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/s/ Richard Yalen Director January 16, 2001
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Richard Yalen
/s/ Robert Glorioso Director January 16, 2001
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Robert Glorioso
/s/ Thomas Liebermann Director January 16, 2001
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Thomas Liebermann
/s/ William H. Yundt Director January 16, 2001
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William H. Yundt
/s/ John Faccibene Director January 16, 2001
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John M. Faccibene
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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*5 Opinion of Kelley Drye & Warren LLP regarding the legality
of the Common Stock being registered.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Kelley Drye & Warren LLP (included in their
opinion filed as Exhibit 5 hereto).
*24 Power of Attorney (incorporated by reference to the
signature page of this Registration Statement).
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* Filed herewith.
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