<PAGE>
As filed with the Securities and Exchange Commission on August 20, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIMIX SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3249618
(State of incorporation) (I.R.S. Employer Identification Number)
ONE ARSENAL MARKETPLACE
WATERTOWN, MASSACHUSETTS 02172
(617) 923-6500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
PRIMIX SOLUTIONS INC. 1996 STOCK PLAN, AS AMENDED
(Full Title of the Plan)
------------------------------------
LENNART MENGWALL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PRIMIX SOLUTIONS INC.
ONE ARSENAL MARKETPLACE
WATERTOWN, MASSACHUSETTS 02172
(617) 923-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
H. DAVID HENKEN, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered (1) Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 1,754,133 $2.593(2) $4,542,467 $1,270.00
per share
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</TABLE>
(1) This Registration Statement also relates to such indeterminate number
of additional shares as may be issuable pursuant to the Primix
Solutions Inc. 1996 Stock Plan, as amended, as a result of a stock
dividend, reverse stock split, split-up, recapitalization or other
similar event.
(2) This estimate is based on the average of the high and low prices of the
Common Stock of Primix Solutions Inc., par value $.001 per share, as
reported on the NASDAQ National Market on August 17, 1999, pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, solely for
purposes of determining the registration fee with respect to the shares
of Common Stock to be issued under the Primix Solutions Inc. 1996 Stock
Plan, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to additional securities of the
same class as other securities for which a registration statement filed on Form
S-8 relating to an employee benefit plan is effective. Pursuant to Instruction E
of Form S-8, Primix Solutions Inc. (f/k/a/ OneWave, Inc.) (the "Registrant")
hereby incorporates by reference the Registration Statement on Form S-8 dated
July 29, 1996 as filed with the Securities and Exchange Commission on such date,
File No. 333-09101.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being
registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion filed as Exhibit 5.1
hereto).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Power of Attorney (included on the signature page of this registration statement).
</TABLE>
<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 City of Watertown, Commonwealth of Massachusetts on this 5th
day of August, 1999.
Primix Solutions Inc.
By: /s/ LENNART MENGWALL
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Lennart Mengwall
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Primix Solutions Inc. hereby severally constitute Lennart Mengwall
and David W. Chapman, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Primix Solutions Inc. to comply with the provisions of
the Securities Act of 1933, 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.
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ LENNART MENGWALL Chairman of the Board and August 5, 1999
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Lennart Mengwall Chief Executive Officer
/s/ OFER NEMIROVSKY Director August 5, 1999
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Ofer Nemirovsky
Director
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Kevin Azzouz
/s/ ROBERT B. HEDGES, JR. Director August 5, 1999
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Robert B. Hedges, Jr.
/s/ DAVID W. CHAPMAN Chief Financial Officer, Treasurer and August 5, 1999
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David W. Chapman Secretary
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion filed as Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Power of Attorney (included on the signature page of this registration statement).
</TABLE>
<PAGE>
EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MA 02109
August 19, 1999
Primix Solutions Inc.
One Arsenal Marketplace
Watertown, Massachusetts 02472
Re: REGISTRATION ON FORM S-8 FOR SHARES TO BE ISSUED PURSUANT TO PRIMIX
SOLUTIONS INC. 1996 STOCK PLAN, AS AMENDED
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Primix Solutions
Inc. (the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act") of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 1,754,133 shares of the Company's common
stock, par value $.001 per share (the "Registered Shares"), which may be issued
pursuant to the Primix Solutions Inc. 1996 Stock Plan, as amended (the "Plan").
As counsel for the Company, we have examined copies of the Plan, the
Registration Statement, and the Company's Restated Articles of Organization and
Amended and Restated By-laws, each as presently in effect, such records of the
corporate proceedings of the Company as deemed to be material and such other
certificates, receipts, records, and other documents as we have deemed necessary
or appropriate for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts and the Delaware General Corporation Law, and also express no
opinion with respect to the blue sky or securities laws of any state, including
Massachusetts and Delaware.
Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the Plan, the Registered
Shares will be duly authorized, validly issued, fully paid and non-assessable by
the Company under the Delaware General Corporation Law.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 18, 1999
included in Primix Solutions Inc.'s Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
August 19, 1999
