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As Filed with the Securities and Exchange Commission on May 7, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NETWORK PLUS CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3430576
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
41 PACELLA PARK DRIVE, RANDOLPH, MASSACHUSETTS 02368
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
JAMES J. CROWLEY, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
NETWORK PLUS CORP.
41 PACELLA PARK DRIVE
RANDOLPH, MASSACHUSETTS 02368
(Name and Address of Agent for Service)
(781) 473-2000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------
Common Stock, $.01 9,000,000 $3.30(1) $29,700,000(1) $7,425
par value shares
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(1) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on May 2, 2001 in accordance with Rules 457(c) and
457(h) under the Securities Act of 1933.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-81933, filed by the
Registrant on June 30, 1999, relating to the Registrant's 1998 Stock Incentive
Plan.
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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 the Town of Randolph, Massachusetts on May 7, 2001.
NETWORK PLUS CORP.
By: /s/ James J. Crowley
--------------------------
James J. Crowley
Executive Vice President, Chief
Operating Officer and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Network Plus Corp., hereby
severally constitute Robert T. Hale, Jr., James J. Crowley, Robert J. Cobuzzi,
and Jeffrey N. Carp, 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 on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Network Plus Corp. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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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
--------- ----- ----
Chairman of the Board May 7, 2001
- ---------------------------
Robert T. Hale
/s/ Robert T. Hale, Jr, President, Chief Executive May 7, 2001
- --------------------------- Officer and Director (Principal
Robert T. Hale, Jr. Executive Officer)
/s/ James J. Crowley Executive Vice President, Chief May 7, 2001
- --------------------------- Operating Officer and Director
James J. Crowley
/s/ Robert J. Cobuzzi Executive Vice President, Chief May 7, 2001
- --------------------------- Financial Officer and Treasurer
Robert J. Cobuzzi (Principal Financial and
Accounting Officer)
/s/ David Martin Director May 7, 2001
- ---------------------------
David Martin
/s/ Joseph McNay Director May 7, 2001
- ---------------------------
Joseph McNay
/s/ Lawrence Strickling Director May 7, 2001
- ---------------------------
Lawrence Strickling
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Specimen Certificate of Common Stock, $.01 par value per share,
of the Registrant is incorporated herein by reference to Exhibit
4.2 to the Registrant's Registration Statement on Form S-1, as
amended (File No. 333-79479)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, independent auditors
24 Power of Attorney (included in the signature pages of this
Registration Statement)