-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WLqvh6lR1Ufy8thFc6xeE/H5l/C3LA84t1Rr6jCfTOnYfowP70arHdk5UYt6uveS VQzZwHdtBYWmjGtGBSohpA== 0000950109-95-004162.txt : 19951016 0000950109-95-004162.hdr.sgml : 19951016 ACCESSION NUMBER: 0000950109-95-004162 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951013 EFFECTIVENESS DATE: 19951101 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA SYSTEMS INC CENTRAL INDEX KEY: 0000724621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042738973 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63403 FILM NUMBER: 95580561 BUSINESS ADDRESS: STREET 1: 400 NICKERSON RD CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084800800 MAIL ADDRESS: STREET 1: 400 NICKERSON ROAD CITY: MARLBORO STATE: MA ZIP: 01752 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 13, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sequoia Systems, Inc. - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 04-2738973 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 Nickerson Road Marlborough, Massachusetts 01752 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1986 Incentive Stock Option Plan 1986 Supplemental Stock Option Plan ----------------------------------- (Full title of the plan) Jeremy F. Swett, Esq. 400 Nickerson Road Marlborough, Massachusetts 01752 (Name and address of agent for service) - -------------------------------------------------------------------------------- (508) 480-0800 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- Title of Proposed Proposed securities Amount to maximum maximum Amount of to be be offering price aggregate registration registered registered per share offering price fee - ---------- ---------- -------------- -------------- ------------ Common 1,275,000 $5.94(1) $7,573,500(1) $2,612.00 Stock, shares $.40 par value
- ------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, upon the basis of the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on October 10, 1995. Page 1 of 7 pages. Exhibit Index begins on page 5. Statement of Incorporation by Reference Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 (the "Registration Statement") incorporates by reference the contents of the Registration Statement on Form S-8, filed by Sequoia Systems, Inc., a Delaware corporation (the "Registrant"), with the Securities and Exchange Commission on July 19, 1990, (File No. 33-35361) relating to the Registrant's 1986 Incentive Stock Option Plan and 1986 Supplemental Stock Option Plan, except for Part I of the Registration Statement. - 2 - 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 Marlborough, Commonwealth of Massachusetts, on this 30th day of September, 1995. SEQUOIA SYSTEMS, INC. By: /s/ Richard B. Goldman --------------------------- Richard B. Goldman Vice President and Chief Financial Officer POWER OF ATTORNEY We, the undersigned officers and directors of Sequoia Systems, Inc., hereby severally constitute Cornelius P. McMullan, Richard B. Goldman, Jeremy F. Swett and David A. Westenberg and each of them singly, our true and lawful attorneys with full power to any of them, and to 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 amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Sequoia Systems, Inc. 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. -3- 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 - --------- ----- ---- President, Chief ) September 30, 1995 - --------------------- Executive Officer ) Cornelius P. McMullan and Director ) (Principal Executive ) Officer) ) ) ) /s/Richard B. Goldman Vice President, ) September 30, 1995 - --------------------- Finance and Chief ) Richard B. Goldman Financial Officer ) and (Principal ) Accounting Officer) ) ) ) /s/Dean C. Campbell Director ) September 30, 1995 - ------------------- ) Dean C. Campbell ) ) /s/A. Theodore Engkvist Director ) September 30, 1995 - ----------------------- ) A. Theodore Engkvist ) ) /s/Francis J. Hughes, Jr. Director ) September 30, 1995 - ------------------------- ) Francis J. Hughes, Jr. ) ) Director ) September __, 1995 - ---------------- ) Dennis Malloy ) ) /s/John F. Smith Director ) September 30, 1995 - ---------------- ) John F. Smith ) ) /s/J. Michael Stewart Director ) September 30, 1995 - --------------------- J. Michael Stewart -4- EXHIBIT INDEX ------------- Sequential Exhibit Page No. - ------- ---------- 4.1 Specimen certificate representing the Common Stock filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File No. 33-33024) and incorporated herein by this reference -- 5.1 Opinion of Hale and Dorr 6 23.1 Consent of Hale and Dorr (included in Exhibit 5.1) -- 23.2 Consent of Coopers & Lybrand L.L.P. 7 24.1 Power of Attorney (included in the signature pages of this Registration -- Statement) EX-5.1 2 OPINION OF HALE & DORR Exhibit 5.1 ----------- October 13, 1995 SEQUOIA SYSTEMS, INC. 400 Nickerson Road Marlborough, MA 01752 Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 1,275,000 shares of Common Stock, $.40 par value per share (the "Shares"), of Sequoia Systems, Inc., a Delaware corporation (the "Company"), issuable under the Company's 1986 Incentive Stock Option Plan and 1986 Supplemental Stock Option Plan (collectively, the "1986 Option Plans"). We have examined the Restated Certificate of Incorporation and Amended and Restated By-laws of the Company and all amendments thereto, the Registration Statement and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the 1986 Option Plans and the Shares, when issued and paid for in accordance with the terms of the 1986 Option Plans and at a price per share in excess of the par value per share for such Shares, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/Hale and Dorr HALE AND DORR EX-23.2 3 CONSENT OF COOPERS & LYBRAND Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated July 25, 1995, on our audits of the consolidated financial statements and financial statement schedule of Sequoia Systems, Inc. as of June 30, 1995 and 1994 and for each of the three years in the period then ended. COOPERS & LYBRAND L.L.P. Boston Massachusetts October 12, 1995 -----END PRIVACY-ENHANCED MESSAGE-----