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Registration No. 333-35751
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BOX HILL SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
13-3460176
(I.R.S. Employer Identification No.)
161 AVENUE OF THE AMERICAS
NEW YORK, NY 10013
(Address of principal executive offices)
BOX HILL SYSTEMS CORP. 1995 INCENTIVE PROGRAM
and
BOX HILL SYSTEMS CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
PHILIP BLACK
CHIEF EXECUTIVE OFFICER
BOX HILL SYSTEMS CORP.
161 AVENUE OF THE AMERICAS
NEW YORK, NY 10013
(212) 989-4455
(Name, Address and Telephone Number of Agent for Service)
Copy to:
LEO SILVERSTEIN, ESQ.
BROCK FENSTERSTOCK SILVERSTEIN
MCAULIFFE & WADE LLC
ONE CITICORP CENTER - 56TH FLOOR
NEW YORK, NEW YORK 10022
Post Effective Amendment to File No. 333-35751, amending Exhibit 23.2 thereof.
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock,
par value
$.01
per share(1) 1,462,547 shs. $ 3.71 (2) $ 5,426,049.37 $1,644.26
Common Stock,
par value
$.01
per share (3) 929,953 shs. $15.00 (4) $13,949,295.00 $4,227.06
Common Stock,
par value
$.01
per share (5) 250,000 shs. $15.00 $ 3,750,000.00 $1,136.36
Total 2,642,500 shs. $23,125,344.37 $7,007.68
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(1) Represents shares issuable upon exercise of outstanding options issued
under the Box Hill Systems Corp. 1995 Incentive Program (the "Incentive
Program").
(2) Represents the average offering price of options issued pursuant to the
Incentive Program.
(3) Represents additional shares reserved for issuance under the Incentive
Program.
(4) Based on the maximum anticipated offering price for the Company's Common
Stock in the initial public offering being conducted pursuant to the
Company's registration statement on Form S-1, Registration No. 333-31873.
(5) Represents shares reserved for issuance pursuant to the Box Hill Systems
Corp. Employee Stock Purchase Plan (the "Purchase Plan").
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING AS
PROVIDED IN RULE 462 UNDER THE SECURITIES ACT OF 1933.
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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
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 September 16, 1997.
BOX HILL SYSTEMS CORP.
By: /s/ Philip Black
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Philip Black
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip Black or Benjamin Monderer, his
true and lawful attorney-in-fact, with power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of Box Hill Systems Corp., any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 16, 1997, by the following
persons in the capacities indicated.
Signature Title
- --------- -----
/s/ Benjamin Monderer Chairman of the
- ----------------------------- Board, President and
Benjamin Monderer Chief Technical Officer
/s/ Philip Black Chief Executive Officer
- ----------------------------- and Director
Philip Black
II-5
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/s/ Carol Turchin Executive Vice President
- ----------------------------- and Director
Carol Turchin
/s/ Mark A, Mays Vice President, Secretary
- ----------------------------- and Director
Mark A. Mays
Director
- -----------------------------
Finis F. Connor
Director
- -----------------------------
Robert C. Miller
Director
- -----------------------------
Mischa Schwartz
/s/ R. Robert Rebmann Chief Financial Officer
- ----------------------------- (Principal Financial Officer)
R. Robert Rebmann
II-6
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of Box Hill Systems Corp.:
As independent auditors, we hereby consent to incorporation by reference in
this S-8 Registration Statement of our report dated August 27, 1997 included
in the Box Hill Systems Corp. S-1 Registration Statement and to all
references to our Firm included in or made a part of this S-8 Registration
Statement.
Perleson Weiner
New York, NY,
September 16, 1997
