-----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, CKro1/fhnRkxEShbuggPgp6Tzji0AKMPB7DJV+Lrzphkh8G/nsDIe46pNn6kNxUq iub7Djx22VaUkGck0YRkKw== 0000950135-96-005164.txt : 19961202 0000950135-96-005164.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950135-96-005164 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961127 EFFECTIVENESS DATE: 19961127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK SIX INC CENTRAL INDEX KEY: 0000726714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 050366090 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17033 FILM NUMBER: 96673981 BUSINESS ADDRESS: STREET 1: 475 KILVERT ST CITY: WARWICK STATE: RI ZIP: 02886 BUSINESS PHONE: 4017329000 MAIL ADDRESS: STREET 1: 475 KILVERT STREET CITY: WARWICK STATE: RI ZIP: 02886 S-8 1 NETWORK SIX, INC. 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 - -------------------------------------------------------------------------------------------------------------- (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). EX-4.1 2 1993 INCENTIVE STOCK OPTION PLAN 1 NETWORK SOLUTIONS, INC. 1993 INCENTIVE STOCK OPTION PLAN 1. GRANT OF OPTIONS. Network Solutions, Inc., a Rhode Island corporation, is hereby authorized by majority vote of its shareholders to issue stock options from time to time on the corporation's behalf to any one or more persons who at the date of such grant are full-time employees of the corporation. Any option granted under this Plan shall be granted within ten (10) years from the date hereof. 2. AMOUNT OF STOCK. The aggregate amount of stock which may be purchased pursuant to options granted under this Plan shall be One Hundred Thousand (100,000) shares of the corporation's voting common stock, having ten cent ($.10) par value. Said Aggregate Amount of stock may be adjusted pro rata by the Board of Directors in the event of a split of the corporation's common stock. 3. LIMITATION. The amount of aggregate fair market value of the stock (determined at the time of the grant of the option) for which any single employee may be granted options hereunder in any calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00). 4. EXERCISE. Any option granted pursuant to this Plan shall contain provisions, established by the corporation, setting forth the manner of exercise of such option. In no event, however, shall any option granted to a person then owning more than ten percent (10%) of the voting power of all classes of the corporation's stock be exercisable by its terms after the expiration of five (5) years from the date of the grant 2 thereof, nor shall any other option granted hereunder be exercisable by its terms after the expiration of ten (10) years from the date of the grant thereof. 5. NONTRANSFERABILITY. The terms of any option granted under this Plan shall include a provision making such option nontransferable by the optionee, except upon death by will or the laws of descent and distribution, and exercisable during the optionee's lifetime only by the optionee. 6. PURCHASE PRICE. The purchase price for a share of the stock subject to any option granted hereunder shall be not less than the fair market value of the stock on the date of grant of the option, said fair market value to be determined in good faith at the time of grant of such option by decision of the corporation; provided, however, that in the case of an option granted to any person then owning more than ten percent (10%) of the voting power of all classes of the corporation's stock, the purchase price per share of the stock subject to option shall be not less than one hundred ten percent (110%) of the fair market value of the stock on the date of grant of the option, determined in good faith as aforesaid. 7. STOCKHOLDER APPROVAL; EFFECTIVE DATE. At the next regular meeting of the stockholders of the corporation, which has been scheduled and will occur within the period of twelve (12) months beginning April 7, 1993, being the date of adoption of this Plan by the corporation's Board of Directors, this Plan will be presented for consideration and approval by the stockholders. The effective date of this Plan is April 7, 1993. - 2 - 3 8. STOCK RESERVE. The corporation shall at all times during the term of this Plan reserve and keep available such number of shares of its ten cent ($.10) par value voting stock as will be sufficient to satisfy the requirements of this Plan, and shall pay all fees and expenses necessarily incurred by the corporation in connection with the exercise of options granted hereunder. 9. OTHER TERMS. Any option granted hereunder may contain such other and additional terms, not inconsistent with the terms of this Plan, which are deemed necessary or desirable by the Board of Directors, or by legal counsel to the corporation, and such other terms may include those which, together with the terms of this Plan, shall constitute such option as an "Incentive Stock Option" within the meaning of Section 422A of the Internal Revenue Code (as may be amended from time to time), and its regulations as from time to time promulgated. - 3 - 4 FIRST AMENDMENT TO ------------------ NETWORK SOLUTIONS, INC. ----------------------- 1993 INCENTIVE STOCK OPTION PLAN -------------------------------- WHEREAS, NETWORK SOLUTIONS, INC. of Warwick, Rhode Island (hereinafter called "the Company") established the 1993 Incentive Stock Option Plan on April 7, 1993; and WHEREAS, the Company desires to amend said plan to increase the aggregate amount of stock available for options under the plan; NOW, THEREFORE, Paragraph 2 of the Incentive Stock Option Plan is hereby amended in its entirety as follows: 2. Amount of Stock. The aggregate amount of stock which may be purchased pursuant to options granted under this Plan shall be Two Hundred Thousand (200,000) shares of the corporation's voting common stock, having ten cent ($.10) par value. Said aggregate amount of stock may be adjusted pro rata by the Board of Directors in the event of a split of the corporation's common stock. The above amendment was approved by the Company's Board of Directors on March 23, 1994 and was further approved by the Company's stockholders on May 18, 1994. NETWORK SOLUTIONS, INC. By: /s/ Dana Gaebe ----------------------------- Secretary EX-4.2 3 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1 NETWORK SIX, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN This Network Six, Inc. Non-Employee Director Stock Option Plan (the "Plan") is adopted by Network Six, Inc. (the "Company") for the purpose of advancing the interests of the Company by providing incentives for the continued services of the Company's non-employee directors and by attracting able individuals to directorships with the Company. 1. DEFINITIONS. For purposes of this Plan, the following terms shall have the meanings set forth below: "Board" means the Board of Directors of the Company. "Common shares" means the Company's common stock, $.10 par value per share. "Company" means Network Six, Inc., a Rhode Island corporation. "Effective Date" means March 15, 1995. "Grant Date" means the effective date of a grant of options pursuant to Paragraph 4(a) and 4(b) hereof. "Market Value" means the closing price of the Common Shares as reported by NASDAQ. "Participant" means a director who has met the requirements of eligibility and participation described in Paragraph 3 hereof. 2. ADMINISTRATION. The Plan shall be administered by the Board. Subject to the provisions of the Plan, the Board shall have the authority to interpret the provisions and supervise the administration of the Plan. All decisions made by the Board under the provisions of the Plan shall be made by the affirmative vote of a majority of the directors then in office. The following provisions shall apply to the administration of the Plan by the Board: (a) The Board shall have full authority subject to the express provisions of the Plan to interpret the Plan, to provide, modify and rescind rules and regulations relating to it, to determine the terms and provisions of each option and the form of any option agreement evidencing an option granted under the Plan and to make all other determinations and perform such actions as the Board deems necessary or advisable to administer the Plan. 2 (b) The Board shall not be held liable for any action taken or determination made in good faith with respect to the Plan or any option granted hereunder. 3. Eligibility and Participation. ----------------------------- (a) A non-employee director of the Company shall automatically become a Participant in the Plan as of the later of (i) the Effective Date, or (ii) the date of initial election to the Board. A director who is a regular employee of the Company is not eligible to participate in the Plan. (b) A Participant shall cease participation in the Plan as of the date of the Participant (i) fails to be re-elected to the Board, (ii) resigns or otherwise vacates his position on the Board, or (iii) becomes a regular employee of the Company. 4. Grant of Options. ---------------- (a) Each person who is a participant on the Effective Date shall be automatically and without the exercise of discretion by any person awarded a non-qualified option to purchase 5,000 Common Shares effective as of the Effective Date, at a price equal to the Market Value of Common Shares on that date. Any person who becomes a Participant after the Effective Date shall be awarded a non-qualified option to purchase 5,000 Common Shares effective as of the date on which such Participant is first elected to the Board, at a price equal to the Market Value of Common Shares on that date. (b) Beginning with January 15, 1996, each Participant shall, automatically and without the exercise of discretion by any person, be awarded as of January 15 of each year that the Plan is in effect a non-qualified option to purchase 5,000 Common Shares at a price equal to the Market Value of Common Shares on that date. (c) Notwithstanding Sections (a) and (b) above, no Participant shall be awarded options for more than 15,000 Common Shares in total under the Plan. (d) All options awarded under the Plan shall have a term of 10 years. (e) Options awarded under the Plan shall not qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code. 5. METHOD OF EXERCISE. An option granted under the Plan may be exercised, in whole or in part, by submitting a written notice to the Board, signed by the Participant or such other person who may be entitled to exercise such option, and specifying the number of Common Shares as to which the option is being exercised. Such notice shall be -2- 3 accompanied by the payment of the full option price for such Common Shares, or shall fix a date (not more than ten business days from the date of such notice) for the payment of the full option price of the Common Shares being purchased. Payment shall be made in the form of cash, Common Shares (to the extent permitted by law), or both. A certificate or certificates for the Common Shares purchased shall be issued by the Company after the exercise of the option and full payment therefor. Upon exercise of an option, the optionee will be required to pay to the Company the amount of any federal, state or local taxes required by law to be withheld in connection with such exercise. 6. TERMINATION OF DIRECTORSHIP. If a Participant fails to be re-elected to the Board, resigns or otherwise ceases to be a director of the Company for reasons other than death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), all options granted under this Plan to such Participant which have not been exercised on such date shall terminate if not exercised before thirty (30) days following such termination, or at such earlier time as may be applicable under Paragraph 4(c) above. If the Participant dies or becomes disabled within the thirty (30) day period described above, such remaining options may be exercised by the Participant or the Participant's personal representative at any time before the expiration of twelve (12) months following the date of death or commencement of disability. If a Participant ceases to be a director of the Company by reason of death or disability (within the mean of Section 22(e)(3) of the Internal Revenue Code), all options granted under this Plan to such Participant which have not been exercised on such date may be exercised at any time before the expiration of twelve (12) months following the date of death or commencement of disability, or such earlier time as may be applicable under Paragraph 4(c) above. 7. NON-TRANSFERABILITY. Each option and all rights thereunder shall be exercisable during the Participant's lifetime only by him and shall be non-assignable and non-transferable by the Participant except, in the event of the Participant's death, by will or by the laws of descent and distribution. In the event the death of a Participant occurs, the representative or representatives of the Participant's estate, or the person or persons who acquired (by bequest or inheritance) the rights to exercise the Participant's options in whole or in part may exercise the option prior to the expiration of the applicable exercise period, as specified in Paragraph 6 above. 8. NO RIGHTS AS STOCKHOLDER. A Participant shall have no rights as a stockholder with respect to any Common Shares subject to the option prior to the date of issuance of a certificate or certificates for such Common Shares. 9. COMPLIANCE WITH SECURITIES LAWS. Options granted and Common Shares issued by the Company upon exercise of options shall be granted and issued only in full -3- 4 compliance with all applicable securities laws, including laws, rules and regulations of the Securities and Exchange Commission and applicable state Blue Sky Laws. With respect thereto, the Board may impose such conditions on transfer, restrictions and limitations as it may deem necessary and appropriate to assure compliance with such applicable securities laws. 10. Shares Subject to the Plan. -------------------------- (a) The Common Shares to be issued and delivered by the Company upon the exercise of options under the Plan may be either authorized but unissued shares or treasury shares of the Company. (b) The aggregate number of Common Shares of the Company which may be issued under the Plan shall not exceed 100,000 shares; subject, however, to the adjustment provided in Paragraph 11 in the event of stock splits, stock dividends, exchanges of shares or the like occurring after the effective date of this Plan. (c) Common Shares covered by an option which is no longer exercisable with respect to such shares shall again be available for issuance under this Plan. 11. SHARE ADJUSTMENTS. In the event there is any change in the Company's Common Shares resulting from stock splits, stock dividends, combinations or exchanges of shares, or other similar capital adjustments, equitable proportionate adjustments shall automatically be made without further action by the Board in (i) the number of Common Shares available for award under this Plan, (ii) the number of Common Shares subject to options granted under this Plan, and (iii) the option price of options granted under this Plan. 12. AMENDMENT OR TERMINATION. The Board may terminate this Plan at any time, and may amend the Plan at any time or from time to time; provided, however, that the Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder; and further provided that any amendment that would increase the aggregate number of Common Shares that may be issued under the Plan, materially increase the benefits accruing to Participants under the Plan, or materially modify the requirements as to eligibility for participation in the Plan shall be subject to the approval of the company stockholders to the extent required by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or any other governing rules or regulations except that such increase or modification that may result from adjustments authorized by Paragraph 11 does not require such approval. If the Plan is terminated, any unexercised option shall continue to be exercisable in accordance with its terms. -4- 5 13. COMPANY RESPONSIBILITY. All expenses of this Plan, including the cost of maintaining records, shall be borne by the Company. 14. STOCKHOLDER APPROVAL. This Plan must be approved by the Company's stockholders within twelve (12) months of the Effective Date and if not so approved, this Plan and all options granted hereunder shall be void from their inception. 15. IMPLIED CONSENT. Every Participant, by acceptance of an award under this Plan, shall be deemed to have consent to be bound, on his or her own behalf and on behalf of his or her heirs, assigns, and legal representatives, by all of the terms and conditions of this Plan. 16. RHODE ISLAND LAW TO GOVERN. This Plan shall be construed and administered in accordance with and governed by the laws of the State of Rhode Island. IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer as of the 15th day of March, 1995. NETWORK SIX, INC. By: /s/ Richard F. Hawkins ------------------------------- Title: President ---------------------------- - 5 - 6 FIRST AMENDMENT TO THE NETWORK SIX, INC. ---------------------------------------- NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN --------------------------------------- Pursuant to the resolution of the Board of Directors dated May 25, 1995, the Network Six, Inc. Non-Employee Director Stock Option Plan is hereby amended with respect to Paragraph 7 thereof to allow the assignment to Saugatuck Associates II, Inc. of any and all options and rights thereunder which may be granted to Owen Stevenson Chrihfield under the Plan. IN WITNESS WHEREOF, this Amendment has been signed by the Company's president as of the 25th day of May, 1995. NETWORK SIX, INC. By: /s/ Richard F. Hawkins ------------------------------- Title: President ---------------------------- EX-5.1 4 OPINION OF COUNSEL 1 - 10 - [Winston & Strawn Letterhead] November 25, 1996 Network Six, Inc. 475 Kilvert Street Warwick, RI 02886 Re: Registration Statement on Form S-8 of Network Six, Inc. (the "Registration Statement") ------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel for Network Six, Inc., a Rhode Island corporation (the "Company"), in connection with the registration on Form S-8 of the offer and sale of up to 400,000 shares (the "Shares") of the Company's Common Stock, par value $.10 per share, issuable upon exercise of certain stock options or other awards (collectively, the "Options") that may be issued pursuant to the Non-Employee director Stock Option Plan and the 1993 Incentive Stock Option Plan (collectively, the "Plans"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction of (i) the Registration Statement, as filed with the Securities and Exchange Commission (the "Commission") under the Act; (ii) the Articles of Incorporation of the Company, as currently in effect; (iii) the By-Laws of 2 - 11 - the Company, as currently in effect; and (iv) resolutions of the Board of Directors of the Company relating to, among other things, the issuance of the Shares and the filing of the Registration Statement. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. We have also assumed that the company's Board of Directors, or a duly authorized committee thereof, will have approved the issuance of each Option prior to the issuance thereof. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, we are of the opinion that all Shares issued pursuant to the plans will be, upon payment of the specified exercise price therefor (if applicable), legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Act. Very truly yours, /s/ Winston & Strawn EX-23.1 5 CONSENT OF KPMG PEAT MARWICK LLP 1 INDEPENDENT AUDITORS' CONSENT The Board of Directors and Shareholders of Network Six, Inc.: We consent to the incorporation by reference herein of our report dated April 10, 1996, which report appears in the December 31, 1995 Form 10K of Network Six, Inc., and to reference to our firm under the heading "Experts" in the aforementioned Form S-8. Our report dated April 10, 1996 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 the uncertainty. /s/ KPMG Peat Marwick LLP Providence, Rhode Island November 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----