As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHANET SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation or Organization)
22-2554535
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(I.R.S. Employer Identification No.)
7 Ridgedale Avenue, Cedar Knolls, New Jersey 07927
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(Address of Principal Executive Offices) (Zip Code)
Employee Stock Purchase Plan
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(Full Title of the Plan)
Stan Gang
President and Chief Executive Officer
AlphaNet Solutions, Inc.
7 Ridgedale Avenue, Cedar Knolls, New Jersey 07927
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(Name and Address of Agent For Service)
(973) 267-0088
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(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
David J. Sorin, Esq.
Buchanan Ingersoll
500 College Road East
Princeton, NJ 08540
(609) 987-6800
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Amount Offering Proposed Maximum
Title Of Securities To Be Price Per Aggregate Amount Of
To Be Registered Registered Share Offering Price Registration Fee
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Common Stock, par value $0.01 per share
To be issued under the Employee
Stock Purchase Plan....................... 500,000 $10.84(1) $5,420,000(1) $1,599
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<FN>
(1) Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated solely
for the purpose of calculating the registration fee and are based upon the
average of the high and low price per share of the Registrant's Common Stock as
reported on the Nasdaq National Market on June 24, 1998.
</FN>
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EXPLANATORY NOTE
This Registration Statement has been filed by AlphaNet Solutions, Inc.
(the "Company") in order to register an aggregate of 500,000 shares of Common
Stock issuable under the Employee Stock Purchase Plan (the "Plan"). The Plan was
adopted by Unanimous Written Consent of the Board of Directors on December 31,
1997 and approved by the shareholders of the Company on May 29, 1998.
i
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of this
Form S-8 will be sent or given to participants in the Plan listed on the cover
page of this Registration Statement as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act. Such document(s) are not being filed with the Commission but
constitute (taken together with the documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus
that meets the requirements of Section 10(a) (the "Section 10(a) Prospectus") of
the Securities Act.
The Company will provide a written statement to each participant of the
Plan advising each such participant of the availability without charge, upon
written or oral request, of the documents referred to under Item 3 --
"Incorporation of Documents by Reference" which have been incorporated in the
Section 10(a) Prospectus by reference, along with any other documents required
to be delivered to employees pursuant to Rule 428(b) promulgated by the
Commission under the Securities Act. Whenever updating information is required,
the Company shall furnish promptly without charge to each participant in the
Plan, upon written or oral request, a copy of all documents containing the
applicable information regarding the Plan required by Part I that then
constitute part of the Section 10(a) Prospectus, although documents previously
furnished need not be re-delivered. Requests for such copies should be directed
to the Chief Financial Officer, 7 Ridgedale Avenue, Cedar Knolls, New Jersey
07927. Telephone requests may be directed to (973) 267-0088.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been or will be filed with the
Commission are incorporated herein by reference and in the Section 10(a)
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1997.
(c) The description of the Company's Common Stock, $.01 par
value, which is contained in the Company's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act in the form declared
effective by the Commission on March 20, 1996, including any subsequent
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act permits each
New Jersey business corporation to indemnify its directors, officers, employees
and agents against expenses and liabilities in connection with any proceeding
involving such persons by reason of his being or having been in such capacities
or for each such person's acts taken in his or her capacity as a director,
officer, employee or agent of the corporation if such actions were taken in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful, provided that any such proceeding is not by or in the
right of the corporation.
II-1
Section 14A:2-7(3) of the New Jersey Business Corporation Act enables a
corporation in its certificate of incorporation to limit the liability of
directors and officers of the corporation to the corporation or its
shareholders. Specifically, the certificate of incorporation may provide that
directors and officers of the corporation will not be personally liable for
damages for breach of any duty as a director or an officer, except for liability
(i) for any breach of the director's or officer's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve a knowing violation of law, (iii) as to directors only, under
Section 14A:6-12(1)(a) and (b) of the New Jersey Business Corporation Act, which
relates to unlawful declarations of dividends or other distributions of assets
to shareholders or the unlawful purchase of shares of the corporation or (iv)
for any transaction from which the director or officer derived an improper
personal benefit.
The Registrant's amended and restated certificate of incorporation
limits the liability of its directors and officers as authorized by Section
14A:2-7(3).
Article XI of the Registrant's Amended and Restated By-laws specifies
that the Registrant shall indemnify its directors, officers, employees and
agents to the extent such parties are a party to any action because he or she
was a Director, officer, employee or agent of the Company. The Company has
agreed to indemnify such parties for their actual and reasonable expenses if
such party acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the Company and such party had no reasonable cause
to believe his or her conduct was unlawful. This provision of the By-laws is
deemed to be a contract between the Registrant and each director and officer who
serves in such capacity at any time while such provision and the relevant
provisions of the New Jersey Business Corporation Act are in effect, and any
repeal or modification thereof shall not offset any action, suit or proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.
The Registrant has executed indemnification agreements with each of its
directors and officers pursuant to which the Company has agreed to indemnify
such parties to the full extent permitted by law, subject to certain exceptions,
if such party becomes subject to an action because such party is a Director,
officer, employee, agent or fiduciary of the Company.
The Registrant has obtained liability insurance for the benefit of its
directors and officers which provides coverage for losses of directors and
officers for liabilities arising out of claims against such persons acting as
directors or officers of the Registrant (or any subsidiary thereof) due to any
breach of duty, neglect, error, misstatement, misleading statement, omission or
act done by such directors and officers, except as prohibited by law, or
otherwise excluded by such insurance policy.
For a discussion of certain legal matters which may give rise to the
indemnification of the Company's Directors and officers, see "Item 3. Legal
Proceedings" of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 incorporated herein by reference (the "Form 10-K"). In
connection with such litigation, the Defendants, as defined in the Form 10-K,
have made certain claims against certain current and former Directors of the
Company. If the parties do not settle such claims, such current and former
Directors will seek indemnification from the Company for any expenses and
potential damages resulting from this litigation.
II-2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
NUMBER -----------
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4.1 Employee Stock Purchase Plan.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion
filed as Exhibit 5).
24 Power of Attorney (see "Power of Attorney" below).
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ITEM 9. UNDERTAKINGS.
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 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, 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; and
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Township of Hanover, State of New Jersey, on this 29 day of
June, 1998.
ALPHANET SOLUTIONS, INC.
By: /s/ STAN GANG
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Stan Gang President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Stan Gang and Robert G. Petoia, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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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
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/s/STAN GANG President, Chief Executive Officer and June 29, 1998
- ---------------------- Director (Principal Executive Officer)
Stan Gang
/s/ROBERT G. PETOIA Chief Financial Officer (Principal June 29, 1998
- ---------------------- Financial and Accounting Officer)
Robert G. Petoia
/s/MICHAEL GANG Director June 29, 1998
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Michael Gang
/s/MICHAEL R. BRUCE Director June 29, 1998
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Michael R. Bruce
/s/RICHARD S. MILLER Director June 29, 1998
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Richard S. Miller
/s/SUSAN H. WOLFORD Director June 29, 1998
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Susan H. Wolford
II-6
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NUMBER ----------- NUMBER
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4.1 Employee Stock Purchase Plan.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Buchanan Ingersoll (contained in the
opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page).