<PAGE> 1
As filed with the Securities and Exchange Commission on April 6, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW ERA OF NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1234845
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7400 EAST ORCHARD ROAD, SUITE 230
ENGLEWOOD, COLORADO 80111
(ADDRESS, INCLUDING ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
1998 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
GEORGE F. (RICK) ADAM, JR.
CHIEF EXECUTIVE OFFICER
NEW ERA OF NETWORKS, INC.
7400 EAST ORCHARD ROAD, SUITE 230
ENGLEWOOD, CO 80111
(303) 694-3933
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
MARK A. BERTELSEN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE
- --------------------------------- -------------------- ---------------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, par value $.0001
per share 300,000 shares $ 60.50 $ 18,150,000 $ 5,046
====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover
any additional shares of the Registrant's Common Stock that becomes
issuable under the Plan by reason of any stock splits, stock dividends
or similar transactions related to the registered securities.
(2) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act pursuant to Rules 457(h)
and 457(c) under the Securities Act based upon the average between the
high and low prices of the Common Stock as reported on the Nasdaq
National Market on March 29, 1999.
<PAGE> 2
NEW ERA OF NETWORKS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by New Era of Networks,
Inc. (the "Registrant") are hereby incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 filed with the Commission on
March 30, 1999 pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
2. The Registrant's Current Reports on Form 8-K/A filed on
November 18, 1998;
3. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on January 23, 1997, as amended by the Registrant's
Registration Statement on Form 8-A/A filed on June 5, 1997,
pursuant to Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description; and
4. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on August 14, 1998, as amended by the Company's
Registration Statement on Form 8-A/A, filed with the
Commission on August 17, 1998, pursuant to Section 12(g) of
the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act on or after the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold under this Registration Statement, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
II-1
<PAGE> 3
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 145 of the Delaware General Corporation Law Code authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VII of the Registrant's Certificate
of Incorporation and Article VI of the Registrant's Bylaws provide for mandatory
indemnifications of its directors and officers and permissable indemnifications
of employees and offer agents to the maximum extent permitted by the Delaware
General Corporation Law. In addition, the Registrant has entered into
indemnification agreements with its officers and directors. Reference is also
made to Section 11 of the Registration Rights Agreement which provides for the
cross indemnification of certain of the Company's stockholders and the Company,
its officers and directors against certain liabilities under the Securities Act
or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 1998 Nonstatutory Stock Option Plan (which is
incorporated herein by reference to Exhibit 10.5 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998).
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Deloitte & Touche LLP.
25.1 Power of Attorney (see page II-4).
</TABLE>
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 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 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.
II-2
<PAGE> 4
(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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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.
(c) 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 Securities and Exchange
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-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Englewood, State of Colorado, on this 5th day of
April 1999.
NEW ERA OF NETWORKS, INC.
By: /s/ Leonard M. Goldstein
---------------------------------------------------
Leonard M. Goldstein
Senior Vice President and Senior Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George F. Adam, Jr. and Leonard M.
Goldstein, and each of them, his or her true and lawful agent, proxy and
attorney-in-fact, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to (i)
act on, sign and file with the Securities and Exchange Commission any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 together with all schedules and exhibits thereto (ii) act on, sign
and file such certificates, instruments, agreements and other documents as may
be necessary or appropriate in connection therewith, and (iii) take any and all
actions that may be necessary or appropriate to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby approving,
ratifying and confirming all that such agent, proxy and attorney-in-fact or any
of his substitutes may lawfully do or cause to be done by virtue thereof.
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS 5TH DAY OF APRIL 1999 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ George F. Adam, Jr. Chairman of the Board, Chief Executive Officer, President, and Director
- -------------------------------- (principal executive officer)
George F. Adam, Jr.
/s/ Stephen E. Webb Senior Vice President and Chief Financial Officer (principal financial
- -------------------------------- officer)
Stephen E. Webb
/s/ James C. Parks Vice President of Finance and Controller (principal accounting officer)
- --------------------------------
James C. Parks
/s/ Harold A. Piskiel Executive Vice President, Chief Technology Officer and Director
- --------------------------------
Harold A. Piskiel
/s/ Steven Lazarus Director
- --------------------------------
Steven Lazarus
/s/ Mark L. Gordon Director
- --------------------------------
Mark L. Gordon
/s/ James Reep Director
- --------------------------------
James Reep
/s/ Elisabeth W. Ireland Director
- --------------------------------
Elisabeth W. Ireland
/s/ Patrick J. Fortune Director
- --------------------------------
Patrick J. Fortune
/s/ Joseph E. Kasputys Director
- --------------------------------
Joseph E. Kasputys
</TABLE>
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 1998 Nonstatutory Stock Option Plan (which is
incorporated herein by reference to Exhibit 10.5 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998).
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Deloitte & Touche LLP.
25.1 Power of Attorney (see page II-4).
</TABLE>
<PAGE> 1
Exhibit 5.1
April 6, 1999
New Era of Networks, Inc.
7400 East Orchard Road, Suite 230
Englewood, CO 80111
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission on or about April 6, 1999, in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 300,000 shares of
your Common Stock, par value $.0001 per share (the "Shares"), reserved for
issuance pursuant to the Registrant's 1998 Nonstatutory Stock Option Plan
(the "Plan"). As your legal counsel, we have reviewed the actions proposed
to be taken by you in connection with the proposed issuance and sale of
the Shares by the Registrant under the Plan.
It is our opinion that the Shares, when issued and sold in the manner
referred to in the Plan, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated January
26, 1999 included in the New Era of Networks, Inc. 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
Denver, Colorado
April 5, 1999
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New Era of Networks, Inc. on Form S-8 of our report dated September 30, 1998
(relating to the financial statements of Century Analysis Inc. as of and
for the years ended December 31, 1997 and 1996), appearing in the Current Report
of New Era of Networks, Inc. on Form 8-K/A.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Francisco, California
April 5, 1999
