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
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
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
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
=========================================================================================================================
<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>
</TABLE>
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<PAGE>
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
<PAGE>
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.
1
<PAGE>
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.
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<PAGE>
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
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
NUMBER -----------
-------
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).
II-3
<PAGE>
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.
II-4
<PAGE>
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
-------------------------------
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.
II-5
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/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
- ----------------------
Michael Gang
/s/MICHAEL R. BRUCE Director June 29, 1998
- ----------------------
Michael R. Bruce
/s/RICHARD S. MILLER Director June 29, 1998
- ----------------------
Richard S. Miller
/s/SUSAN H. WOLFORD Director June 29, 1998
- ----------------------
Susan H. Wolford
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NUMBER ----------- NUMBER
------- ------
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).
EXHIBIT 4.1
ALPHANET SOLUTIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
I. DEFINITIONS
ACCOUNT means the Employee Stock Purchase Plan Account established for
a Participant under Section IX hereunder.
BOARD OF DIRECTORS shall mean the Board of Directors of the Company.
CODE shall mean the Internal Revenue Code of 1986, as amended.
COMMITTEE shall mean the Stock Purchase Plan Committee appointed and
acting in accordance with the terms of the Plan.
COMMON STOCK shall mean shares of the Company's Common Stock, par value
$.01 per share, and any security into which such stock shall be converted or
shall become by reason of changes in its nature such as by way of
recapitalization, reclassification, changes in par value, merger, consolidation
or similar transaction.
COMPANY shall mean AlphaNet Solutions, Inc., a New Jersey corporation.
When used in the Plan with reference to employment, Company shall include
Subsidiaries.
COMPENSATION shall mean the total taxable cash compensation paid to an
Eligible Employee by the Company, as reportable on IRS Form W-2.
EFFECTIVE DATE shall mean January 1, 1998.
ELIGIBLE EMPLOYEES shall mean only those persons who, as of the first
day of a Purchase Period, are Employees and who are not, as of the day preceding
the first day of the Purchase Period, deemed for purposes of Section 423(b)(3)
of the Code to own stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company.
EMPLOYEES shall mean all persons who are employed by the Company as
common-law employees, excluding persons (i) whose customary employment is 20
hours or less per week, or (ii) whose customary employment is for not more than
five months in a calendar year.
EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended.
EXERCISE DATE shall mean the last day of a Purchase Period.
<PAGE>
FAIR MARKET VALUE shall mean as of any date: (i) the average of the
closing bid and asked prices on such date of the Common Stock as quoted by
Nasdaq; or (ii), as the case may be, the last reported sales price of the Common
Stock on such date as reported by the Nasdaq National Market or the principal
national securities exchange on which such stock is listed and traded, or in
each such case where there is no trading on such date, on the first previous
date on which there is such trading.
PARTICIPANT shall mean an Eligible Employee who elects to participate
in the Plan under Section VII hereunder.
PLAN shall mean the AlphaNet Solutions, Inc. Employee Stock Purchase
Plan, as set forth herein and as amended from time to time.
PURCHASE PERIOD shall mean (a) for 1998, the period commencing on the
Effective Date and ending on June 30, 1998; and (b) thereafter, a period of one
or six calendar months or one calendar year, in each case as elected by the
Committee not less than 60 days in advance of the commencement of such period. A
Purchase Period shall begin on the first business day of, and end on the last
business day of, each such calendar period. In the absence of any such election,
Purchase Periods subsequent to the first period shall be for one month each. The
last Purchase Period under the Plan shall terminate on or before the date of
termination of the Plan provided in Section XXIII.
SUBSIDIARY shall mean any corporation which is a subsidiary of the
Company within the meaning of Section 425(f) of the Code.
TERMINATION OF SERVICE shall mean the earliest of the following events
with respect to a Participant: his retirement, death, quit, discharge or
permanent separation from service with the Company.
The masculine gender includes the feminine, the singular number
includes the plural and the plural number includes the singular unless the
context otherwise requires.
II. PURPOSE
It is the purpose of this Plan to provide a means whereby Eligible
Employees may purchase Common Stock through payroll deductions. It is intended
to provide a further incentive for Employees to promote the best interests of
the Company and to encourage stock ownership by Employees in order to
participate in the Company's economic progress.
It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the Code and
the provisions of the Plan shall be construed in a manner consistent with the
Code.
2
<PAGE>
III. ADMINISTRATION
The Plan shall be administered by a Committee selected by the Board of
Directors from among its members, which shall consist of not less than two
members. The Committee shall have authority to make rules and regulations for
the administration of the Plan, and its interpretation and decisions with regard
thereto shall be final and conclusive. The Committee shall have all necessary
authority to communicate, from time to time, through the Company's management,
with Eligible Employees and Participants for purposes of administering the Plan,
and shall notify Eligible Employees promptly of its election of the term of each
forthcoming Purchase Period, if other than a six months period, and of its
election to utilize the Trust Administration Option referred to in Section IX.
IV. SHARES
There shall be Five Hundred Thousand (500,000) shares of Common Stock
reserved for issuance to and purchase by Participants under the Plan, subject to
adjustment in accordance with Section XXI hereof. The shares of Common Stock
subject to the Plan shall be either shares of authorized but unissued Common
Stock or shares of Common Stock reacquired by the Company. Shares of Common
Stock involved in any unexercised portion of any terminated option may again be
subject to options to purchase granted under the Plan.
V. PURCHASE PRICE
The purchase price per share of the shares of Common Stock sold to
Participants under this Plan for any Purchase Period shall be 85% of the Fair
Market Value of a share of Common Stock on the Exercise Date of such Purchase
Period.
VI. GRANT OF OPTION TO PURCHASE SHARES
Each Eligible Employee shall be granted an option effective on the
first day of each Purchase Period to purchase a number of full shares of Common
Stock (subject to adjustment as provided in Section XXI). The maximum number of
shares an Eligible Employee shall be eligible to purchase for any Purchase
Period of one year is $25,000 ($12,500 for a Purchase Period of six months or
$2,083 for a Purchase Period of one month) divided by 100% of the Fair Market
Value of a share of Common Stock on the first day of the Purchase Period.
Anything herein to the contrary notwithstanding, if, as of the first
day of a Purchase Period, any Eligible Employee entitled to purchase shares
hereunder would be deemed for the purposes of Section 423(b)(3) of the Code to
own stock (including any number of shares which such person would be entitled to
purchase hereunder) possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company, the maximum number of
3
<PAGE>
shares which such person shall be entitled to purchase pursuant to the Plan
shall be reduced to that number which when added to the number of shares of
stock of the Company which such person is so deemed to own (excluding any number
of shares which such person would be entitled to purchase hereunder), is one
less than such 5%.
VII. ELECTION TO PARTICIPATE
An Eligible Employee may elect to become a Participant in this Plan by
completing a "Stock Purchase Agreement" form prior to the first day of the
Purchase Period. In the Stock Purchase Agreement, the Eligible Employee shall
authorize regular payroll deductions from his Compensation subject to the
limitations in Section VIII below. Options granted to Eligible Employees who
fail to authorize payroll deductions will automatically lapse. If a
Participant's payroll deductions allow him to purchase fewer than the maximum
number of shares of Common Stock to which his option entitles him, the option
with respect to the shares which he does not purchase will lapse as of the last
day of the Purchase Period.
The execution and delivery of the Stock Purchase Agreement as between
the Participant and the Company shall be conditioned upon the compliance by the
Company at such time with Federal (and any applicable state) securities laws.
VIII. PAYROLL DEDUCTIONS
An Eligible Employee may authorize payroll deductions from his
Compensation for each payroll period of a specified percentage of such
Compensation, not less than 1% and not more than 10%, in multiples of 1%.
Notwithstanding the limit set forth in Article VI, the maximum payroll deduction
permitted for an Eligible Employee for any Purchase Period of one year shall be
no greater than $15,000 ($7,500 for a Purchase Period of six months or $1,250
for a Purchase Period of one month).
The amount of payroll deduction shall be established at the beginning
of a Purchase Period and may not be altered, except for complete discontinuance
under Section XI, XIII or XIV hereunder.
IX. EMPLOYEE STOCK PURCHASE ACCOUNT
AND TRUST ADMINISTRATION OPTION
An Employee Stock Purchase Account will be established for each
Participant in the Plan. Payroll deductions made under Section VIII will be
credited to the individual Accounts. In the event the Committee determines with
respect to any Purchase Period, not to utilize the "Trust Administration Option"
set forth in the next paragraph, no interest or other earnings will be credited
to a Participant's Account.
4
<PAGE>
With respect to any one or more Purchase Periods, the Committee may
elect to utilize, in addition to the separate accounting for payroll deductions
provided in the Plan, the option to administer the funding of the Accounts
through a trust established pursuant to a trust agreement between the Company
and an institution exercising fiduciary powers (the "Trust Administration
Option") as hereinafter set forth in this paragraph. The Company shall provide
for the funding of each Account on a regular basis during each Purchase Period
reflecting payroll deductions of Participants and shall cause such sums to be
deposited within 15 days following such deductions in a trust account at such
institution and upon such terms as are established by the Committee. The trust
account assets shall be invested in shares of a tax-exempt money-market
registered investment company designated in the trust agreement, which
designation shall not be changed during the Purchase Period. Assets deposited in
the aforesaid trust account shall be commingled, but a separate accounting shall
be kept for each Participant's interest therein. Each Participant shall be
credited with his allocable share of the earnings of the trust account, which
credits shall be reflected in each Participant's Account balance hereunder. At
all times, the funds in such trust account shall be considered the property of
the respective Participants, and no part of the trust account assets may at any
time revert to, or be subject to any lien or claim of, the Company; PROVIDED,
HOWEVER, that such trust account assets may be used only for the purchase of
shares as provided in Section X hereof, or payment of any administrative charges
under the Trust Administration Option, or for withdrawal by or return to
Participants (or their beneficiaries) as provided in Sections XI, XIII or XXIII
hereof.
X. PURCHASE OF SHARES
If, as of any Exercise Date, there is credited to the Account of a
Participant an amount at least equal to the purchase price of one share of
Common Stock for the current Purchase Period, as determined in Section V, the
Participant shall buy and the Company shall sell at such price the largest
number of whole shares of Common Stock which can be purchased with the amount in
his Account.
Any balance remaining in a Participant's Account at the end of a
Purchase Period will be carried forward into the Participant's Account for the
following Purchase Period. In no event will the balance carried forward be equal
to or exceed the purchase price of one share of Common Stock as determined in
Section V above. Notwithstanding the foregoing provisions of this paragraph, if
as of any Exercise Date the provisions of Section XV are applicable to the
Purchase Period ending on such Exercise Date, and the Committee reduces the
number of shares which would otherwise be purchased by Participants on such
Exercise Date, the entire balance remaining credited to the Account of each
Participant after the purchase of the applicable number of shares of Common
Stock on such Exercise Date shall be refunded to each such Participant. Except
with respect to a Purchase Period for which the Trust Administration Option has
been elected, no refund of an Account balance made pursuant to the Plan shall
include any amount in respect of interest or other imputed earnings.
Anything herein to the contrary notwithstanding, no Participant may, in
any calendar year, purchase a number of shares of Common Stock under this Plan
which, together with all
5
<PAGE>
other shares of stock of the Company and its Subsidiaries which he may be
entitled to purchase in such year under all other employee stock purchase plans
of the Company and its subsidiaries which meet the requirements of Section
423(b) of the Code, have an aggregate Fair Market Value (measured as of the
first day of each applicable Purchase Period) in excess of $25,000. The
limitation described in the preceding sentence shall be applied in a manner
consistent with Section 423(b)(8) of the Code.
XI. WITHDRAWAL
A Participant may withdraw from the Plan at any time prior to the
Exercise Date of a Purchase Period by filing a notice of withdrawal. Upon a
Participant's withdrawal, the payroll deductions shall cease for the next
payroll period and the entire amount credited to his Account shall be refunded
to him. Any Participant who withdraws from the Plan may again become a
Participant hereunder at the start of the next Purchase Period in accordance
with Section VII.
XII. ISSUANCE OF STOCK CERTIFICATES
The shares of Common Stock purchased by a Participant shall, for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise Date. Prior to that date, none of the rights or privileges of a
stockholder of the Company shall exist with respect to such shares. Stock
certificates shall be registered either in the Participant's name or jointly in
the names of the Participant and his spouse, as the Participant shall designate
in his Stock Purchase Agreement. Such designation may be changed at any time by
filing notice thereof. Certificates representing shares of purchased Common
Stock shall be delivered promptly to the Participant following issuance.
XIII. TERMINATION OF SERVICE
(a) Upon a Participant's Termination of Service for any reason other
than retirement or death, no payroll deduction may be made from any Compensation
due him as of the date of his Termination of Service and the entire balance
credited to his Account shall be automatically refunded to him.
(b) Upon a Participant's retirement from the Company after age 55, no
payroll deduction shall be made from any Compensation due him as of the date of
his retirement. Such a Participant may, prior to Retirement, elect:
(1) to have the entire amount credited to his Account as of the
date of his retirement refunded to him, or
(2) to have the entire amount credited to his Account held therein
and utilized to purchase shares on the Exercise Date as
provided in Section X.
6
<PAGE>
(c) Upon the death of a Participant, no payroll deduction shall be made
from any Compensation due him at time of death, and the entire balance in the
deceased Participant's Account shall be paid to the Participant's designated
beneficiary, or otherwise to his estate.
XIV. TEMPORARY LAYOFF, AUTHORIZED LEAVE
OF ABSENCE, DISABILITY
Payroll deductions shall cease during a period of absence without pay
from work due to a Participant's temporary layoff, authorized leave of absence,
disability or for any other reason. If such Participant shall return to active
service prior to the Exercise Date for the current Purchase Period, payroll
deductions shall be resumed in accordance with his prior authorization.
If the Participant shall not return to active service prior to the
Exercise Date for the current Purchase Period, the balance of his Stock Purchase
Account will be used to purchase shares on the Exercise Date as provided in
Section X, unless the Participant elects to withdraw from the Plan in accordance
with Section XI.
XV. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE
In the event that on any Exercise Date the aggregate funds available
for the purchase of shares of Common Stock pursuant to Section X hereof would
result in purchases of shares in excess of the number of shares of Common Stock
then available for purchase under the Plan, the Committee shall proportionately
reduce the number of shares which would otherwise be purchased by each
Participant on the Exercise Date in order to eliminate such excess, and the
provisions of the second paragraph of Section X shall apply.
XVI. RIGHTS NOT TRANSFERABLE
The right to purchase shares of Common Stock under this Plan is
exercisable only by the Participant during his lifetime and is not transferable
by him. If a Participant attempts to transfer his right to purchase shares under
the Plan, he shall be deemed to have requested withdrawal from the Plan and the
provisions of Section XI hereof shall apply with respect to such Participant.
XVII. NO OBLIGATION TO EXERCISE OPTION
Granting of an option under this Plan shall impose no obligation on an
Eligible Employee to exercise such option.
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XVIII. NO GUARANTEE OF CONTINUED EMPLOYMENT
Granting of an option under this Plan shall imply no right of continued
employment with the Company for any Eligible Employee.
XIX. NOTICE
Any notice which an Eligible Employee or Participant files pursuant to
this Plan shall be in writing and shall be delivered personally or by mail
addressed to the Committee, c/o Chief Executive Officer at 7 Ridgedale Avenue,
Cedar Knolls, New Jersey 07927, or such other person or location as may be
specified by the Committee.
XX. REPURCHASE OF STOCK
The Company shall not be required to repurchase from any Participant
shares of Common Stock acquired under this Plan.
XXI. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.
The aggregate number of shares of Common Stock which may be purchased
pursuant to options granted hereunder, the number of shares of Common Stock
covered by each outstanding option, and the purchase price thereof for each such
option shall be appropriately adjusted for any increase or decrease in the
number of outstanding shares of Common Stock resulting from a stock split or
other subdivision or consolidation of shares of Common Stock or for other
capital adjustments or payments of stock dividends or distributions or other
increases or decreases in the outstanding shares of Common Stock affected
without receipt of consideration of the Company.
Subject to any required action by the stockholders, if the Company
shall be the surviving corporation in any merger, reorganization or other
business combination, any option granted hereunder shall cover the securities or
other property to which a holder of the number of shares of Common Stock would
have been entitled pursuant to the terms of the merger. A dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving entity shall cause every option outstanding hereunder to
terminate.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment shall provide for the elimination of any
fractional share which might otherwise become subject to an option.
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XXII. AMENDMENT OF THE PLAN
The Board of Directors may, without the consent of the Participants,
amend the Plan at any time, provided that no such action shall adversely affect
options theretofore granted hereunder, and provided that no such action by the
Board of Directors, without approval of the Company's stockholders, may:
(a) increase the total number of shares of Common Stock which may be
purchased by all Participants, except as contemplated in Section
XXI;
(b) change the class of Employees eligible to receive options under
the Plan;
(c) decrease the minimum purchase price under Section V;
(d) extend a Purchase Period hereunder; or
(e) extend the term of the Plan.
XXIII. TERM OF THE PLAN
This Plan shall become effective as of the Effective Date upon its
adoption by the Board of Directors, provided that it is approved at a duly-held
meeting of stockholders of the Company, by an affirmative majority of the total
votes present and voting thereat, within 12 months after the earlier of the
Effective Date or the date of adoption by the Board of Directors. If the Plan is
not so approved, no Common Stock shall be purchased under the Plan and the
balance of each Participant's Account shall be promptly returned to the
Participant. The Plan shall continue in effect through the December 31st
following the fourth anniversary of the Effective Date, unless terminated prior
thereto pursuant to Section XV or XXI hereof, or pursuant to the next succeeding
sentence. The Board of Directors shall have the right to terminate the Plan at
any time, effective as of the next succeeding Exercise Date. In the event of the
expiration of the Plan or its termination, outstanding options shall not be
affected, except to the extent provided in Section XV and any remaining balance
credited to the Account of each Participant as of the applicable Exercise Date
shall be refunded to each such Participant.
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EXHIBIT 5
BUCHANAN INGERSOLL
Attorneys
500 College Road East
Princeton, New Jersey 08540
June 29, 1998
AlphaNet Solutions, Inc.
7 Ridgedale Avenue
Cedar Knolls, New Jersey 07927
Gentlemen:
We have acted as counsel to AlphaNet Solutions, Inc., a New Jersey
corporation (the "Company"), in connection with the filing by the Company of a
registration statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended, relating to the registration of an aggregate
of 500,000 shares of Common Stock to be offered by the Company to its employees
under the Company's Employee Stock Purchase Plan (the "Plan").
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:
1. The issuance of the Shares has been duly and validly
authorized; and
2. The Shares underlying the Plan, when issued, delivered and
sold in accordance with the terms of the Plan or other
instruments authorized by such Plan, granted or to be granted
thereunder, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/BUCHANAN INGERSOLL
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of
AlphaNet Solutions, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 26, 1998 appearing on page F-2
of AlphaNet Solutions, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997.
PRICE WATERHOUSE LLP
Florham Park, New Jersey
June 29, 1998
