As filed with the Securities and Exchange Commission on October 26, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MOBIUS MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3078745
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
120 Old Post Road
Rye, New York 10580
(Address of Principal Executive Offices)
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MOBIUS MANAGEMENT SYSTEMS, INC.
1996 STOCK INCENTIVE PLAN
MOBIUS MANAGEMENT SYSTEMS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
---------------
Mitchell Gross
Chairman of the Board, Chief Executive Officer and President
Mobius Management Systems, Inc.
120 Old Post Road
Rye, New York 10580
(Name and Address of Agent for Service)
(914) 921-7200
(Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Kenneth P. Kopelman, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered Price Per Share(1) Offering Price Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value 707,900 $2.828 $2,001,941 $529.00
$0.0001 per share)
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(1) Estimated, solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
The Proposed Maximum Offering Price Per Share is based on the average
of the high and low prices reported by the Nasdaq National Market on
October 24, 2000, which is within five (5) business days prior to the
date of this Registration Statement.
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MOBIUS MANAGEMENT SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement is filed in accordance with the provisions
of General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the Mobius Management Systems,
Inc. 1996 Stock Incentive Plan and the Mobius Management Systems, Inc. 1998
Employee Stock Purchase Plan. The contents of the Registrant's Registration
Statement on Form S-8 as filed with the Commission on June 25, 1998 (File No.
333-57695) is incorporated herein by reference. Unless otherwise specified,
capitalized terms herein shall have the meaning ascribed to them in the prior
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit Number Description
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5 Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP
(included in Exhibit 5 above).
24.1 Power of Attorney (contained in Signature Page
hereto).
24.2 Power of Attorney (contained in Signature Page to
Form S-8, File No. 333-57695).
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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 New York, State of New York, on this 26 day of
October, 2000.
MOBIUS MANAGEMENT SYSTEMS, INC.
By: /s/ Mitchell Gross
----------------------------------------
Name: Mitchell Gross
Title: Chairman of the Board,
Chief Executive Officer and President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Mobius Management Systems, Inc.,
hereby severally constitute and appoint Mitchell Gross and Dave Gordon and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
all pre-effective and post-effective amendments to this registration statement
and any other registration statement (and any amendment thereto) filed with the
Securities and Exchange Commission with respect to the Plans listed on the face
of this registration statement and generally do all things in our names and on
our behalf in such capacities to enable Mobius Management Systems, Inc. to
comply with the provisions of the Securities Act of 1993, as amended and all
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on October 26, 2000 in the
capacities indicated.
Signature Title(s)
--------- --------
/s/ Mitchell Gross Chairman of the Board, Chief
----------------------- Executive Officer, President and Director
Mitchell Gross
*______________________ Director
Joseph J. Albracht
*______________________ Director
Peter J. Barris
*______________________ Director
Edward F. Glassmeyer
/s/ Dave Gordon Interim Chief Financial Officer and
----------------------- Principal Accounting Officer
Dave Gordon
/s/ Gary G. Greenfield Director
-----------------------
Gary G. Greenfield
*______________________ Director
Kenneth P. Kopelman
/s/ Robert H. Levitan Director
----------------------
Robert H. Levitan
*/s/ Mitchell Gross
----------------------
Mitchell Gross
Attorney-In-Fact
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Pursuant to the requirements of the Securities Act of 1933, the trustees have
duly caused this registration statement to be signed on its behalf by the
following person on October 26, 2000, in the capacity indicated.
/s/ Mobius Management Systems, Inc.
1998 Employee Stock Purchase Plan
-----------------------------------
Mobius Management Systems, Inc
1998 Employee Stock Purchase Plan
BY: /s/ Dave Gordon
------------------------------
Name: Dave Gordon
Authorized Signatory
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP
(included in Exhibit 5 above).
24.1 Power of Attorney (contained in Signature Page
hereto).
24.2 Power of Attorney (contained in Signature Page to
Form S-8, File No. 333-57695).
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