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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLAIRE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 41-1830792
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE ALEWIFE CENTER
CAMBRIDGE, MASSACHUSETTS 02140
(617) 761-2000
(address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
ALLAIRE CORPORATION 1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
DAVID J. ORFAO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALLAIRE CORPORATION
ONE ALEWIFE CENTER
CAMBRIDGE, MASSACHUSETTS 02140
(Name and Address of Agent for Service)
(617) 761-2000
(Telephone Number, Including Area Code, of Agent For Service)
With copies to:
Robert L. Birnbaum, Esq.
William R. Kolb, Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed
Proposed Maximum Amount of
Title of Securities Amount Maximum Offering Aggregate Registration
to be Registered to be Registered Price Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 5,000,000 shares $51.50 257,500,000 $67,980
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(1) Calculated in accordance with Rules 457(h)(1) and 457(c) under the
Securities Act of 1933, based on the average high and low sale prices
of Allaire's common stock as reported on the Nasdaq National Market on
May 3, 2000.
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This Registration Statement covers 5,000,000 shares of our common
stock, $.01 par value per share, issuable pursuant to the Allaire Corporation
1998 Stock Incentive Plan, as amended as of March 13, 2000. These shares are in
addition to the 3,800,000 shares of common stock registered pursuant to
Allaire's Registration Statement on Form S-8, File No. 333-76855, filed with the
Securities and Exchange Commission on April 23, 1999.
The contents of Allaire's Registration Statement on Form S-8, File No.
333-76855, as filed with the Securities and Exchange Commission on April 23,
1999, are incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
NO. DESCRIPTION
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4.1* Amended and Restated Certificate of Incorporation of
Allaire Corporation
4.2** Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Allaire Corporation
4.3* Amended and Restated By-Laws of Allaire Corporation
4.4** Allaire Corporation 1998 Stock Incentive Plan, as amended
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit
5.1)
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* Incorporated by reference to Allaire's Registration Statement on Form
S-1 (File No. 333-63689) in the form in which it was declared effective
by the Securities and Exchange Commission.
** Incorporated by reference to Allaire's Annual Report on Form 10-K for
the year ended December 31, 1999, as filed with the Securities and
Exchange Commission on March 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cambridge,
Massachusetts on the 8th day of May, 2000.
ALLAIRE CORPORATION
By: /s/ David J. Orfao
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David J. Orfao
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints David J. Orfao and David A. Gerth, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, 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 which
they, or any of them, may deem necessary or advisable to be done in connection
with this Registration Statement 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 any substitute or substitutes
for any or all of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Joseph J. Allaire Chairman of the Board of Directors
- ------------------------------------ and Executive Vice President,
Joseph J. Allaire Products May 8, 2000
/s/ David J. Orfao President, Chief Executive Officer
- ------------------------------------ and Director (principal executive officer) May 8, 2000
David J. Orfao
/s/ David A. Gerth Vice President, Finance and Operations,
- ------------------------------------ Treasurer and Chief Financial Officer
David A. Gerth (principal financial and accounting officer) May 8, 2000
/S/ Jonathan A. Flint Director May 8, 2000
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Jonathan A. Flint
/s/ John J. Gannon Director May 8, 2000
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John J. Gannon
/s/ Thomas A. Herring Director May 8, 2000
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Thomas A. Herring
/S/ Ronald G. Ward Director May 8, 2000
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Ronald G. Ward
/s/ W. Frank King Director May 8, 2000
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William Frank King III
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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4.1* Amended and Restated Certificate of Incorporation of
Allaire Corporation
4.2** Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Allaire Corporation
4.3* Amended and Restated By-Laws of Allaire Corporation
4.4** Allaire Corporation 1998 Stock Incentive Plan, as amended
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit
5.1)
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* Incorporated by reference to Allaire's Registration Statement on Form
S-1 (File No. 333-63689) in the form in which it was declared effective
by the Securities and Exchange Commission.
** Incorporated by reference to Allaire's Annual Report on Form 10-K for
the year ended December 31, 1999, as filed with the Securities and
Exchange Commission on March 30, 2000.
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Exhibit 5.1
[LETTERHEAD OF FOLEY, HOAG & ELIOT LLP]
May 8, 2000
Allaire Corporation
One Alewife Center
Cambridge, Massachusetts 02140
Ladies and Gentlemen:
We have acted as counsel for Allaire Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the offering by the Company of 5,000,000 shares (the "Shares") of
its common stock, $.01 par value per share, issuable pursuant to the Allaire
Corporation 1998 Stock Incentive Plan, as amended on March 13, 2000 (the
"Plan").
In arriving at the opinions expressed below, we have examined and
relied on the following documents:
(i) the Registration Statement;
(ii) the Plan;
(iii) the Amended and Restated Certificate of Incorporation of
the Company, as amended as of the date hereof;
(iv) the By-Laws of the Company, as amended as of the date hereof;
and
(v) the records of meetings and consents of the Board of
Directors and stockholders of the Company provided to us by
the Company.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We express no opinion other than as to the General Corporation Law of
the State of Delaware.
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Based upon the foregoing, we are of the opinion that:
1. The Company has corporate power adequate for the issuance of
the Shares in accordance with the Registration Statement.
2. The Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares.
3. When certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the
consideration for the Shares as described in the Plan and the
option agreements or other agreements related thereto, the Shares
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By /s/ William R. Kolb
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A Partner
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 13, 2000 relating
to the financial statements, which appears in the 1999 Annual Report to
Shareholders of Allaire Corporation, which is incorporated by reference in
Allaire Corporation's Annual Report on Form 10-K for the year ended December 31,
1999. We also consent to the incorporation by reference of our report dated
March 13, 2000 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 8, 2000
