1
Registration No.
-----------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
NETWORK SIX, INC.
(Exact Name of registrant as specified in its charter)
Rhode Island 05-036-6090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
475 Kilvert Street, Warwick, Rhode Island 02886 (401) 732-9000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Constantine G. Papavizas
Winston & Strawn
1400 L Street, N.W.
Washington, D.C. 20005-3502
(202) 371-5700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1993 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
---------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Title of each class of Amount to Proposed Offering Proposed Maximum Amount of
securities to be registered be registered price per share(1) Aggregate Offering registration fee(1)
Price(1)
- --------------------------------------------------------------------------------------------------------------
Common Stock, $.10 Par Value 400,000 shares $0.75 $300,000 $103.45
- --------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457 under the Securities Act of 1933, on the basis of
the average of the high and low prices for the Common Stock on November
20, 1996, as reported by the NASDAQ National Market System.
================================================================================
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference into this registration
statement the following documents filed by the registrant with the Securities
and Exchange Commission:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;
(d) Quarterly Report on Form 10-Q for the quarter ended September 30,
1996; and
(e) The description of the registrant's Common Stock; $.10 par value,
which description is contained in the registrant's Registration
Statement on Form 10 filed on April 21, 1993.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
3
- 2 -
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of the director's duty as a director, except for (i)
liability for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) liability for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) liability
imposed pursuant to the Rhode Island Business Corporation Act, as amended, or
(iv) liability for any transaction from which the director derived an improper
personal benefit (unless said transaction is permitted by the Rhode Island
Business Corporation Act, as amended). If the Rhode Island Business Corporation
Act is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Company
shall be eliminated or limited to the fullest extent permitted by the Rhode
Island Business Corporation Act. Any repeal or modification of this provision by
the Company does not adversely affect any right or protection of a director of
the Company existing at the time of such repeal or modification.
The Company's Bylaws provide that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that he is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
4
- 3 -
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself create a presumption that the person believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
The Bylaws also provide that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
Company and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that a court of equity or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for the
expenses which such court of equity or other court shall deem proper.
5
- 4 -
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 1993 Incentive Stock Option Plan.
4.2 Non-Employee Director Stock Option Plan.
5.1 Opinion of counsel as to the legality of securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Winston & Strawn (included as part of Exhibit 5.1).
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 of 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;
6
- 5 -
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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) 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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against
7
- 6 -
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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
EXPERTS
The financial statements of Network Six, Inc. as of December 31, 1995 and
1994, and for each of the years in the three-year period ended December 31,
1995, have been incorporated by reference herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1995
financial statements contains an explanatory paragraph that states that the
Company's recurring losses on a significant contract raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
that uncertainty.
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
8
- 7 -
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Warwick, Rhode Island on
the 25th day of November, 1996.
Network Six, Inc.
By: /s/ Dorothy M. Cipolla
----------------------
Dorothy M. Cipolla
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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 date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Kenneth C. Kirsch Chairman, Chief Executive November 25, 1996
- ---------------------- Officer and Director
Kenneth C. Kirsch (Principal Executive
Officer)
/s/ Dorothy M. Cipolla Chief Financial Officer November 25, 1996
- ---------------------- (Principal Financial and
Dorothy M. Cipolla Accounting Officer)
/s/ Nicholas R. Supron Director November 25, 1996
- ----------------------
Nicholas R. Supron
- -------------------------------------------------------------------------------
9
- 8 -
/s/ Dana H. Gaebe Director November 25, 1996
- ----------------------
Dana H. Gaebe
10
- 9 -
INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------ ----------------------- -------------
4.1 1993 Incentive Stock Option Plan.
4.2 Non-Employee Director Stock Option Plan.
5.1 Opinion of counsel as to the legality of securities being
registered.
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Winston & Strawn (included as part of Exhibit
5.1).