<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1998
Registration No. 333-
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Aztec Technology Partners, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-3408450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
52 Roland Street
Boston, Massachusetts 02129
(Address of principal executive offices) (Zip Code)
1998 Stock Incentive Plan
(Full title of the plan)
James E. Claypoole
Chairman and Chief Executive Officer
Aztec Technology Partners, Inc.
52 Roland Street
Boston, Massachusetts 02129
(Name and address of agent for service)
(617) 623-3100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, 10,000,000 $8.22 (1) $82,200,000 $24,249
$0.001 par value shares
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices as reported by Nasdaq on
June 29, 1998, in accordance with Securities Act Rule 457(c) and (h) of the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the 1998 Stock Incentive Plan of Aztec Technology Partners,
Inc., a Delaware corporation (the "Registrant" or the "Company"), pursuant to
Rule 428(b)(1) of the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Company's Prospectus pursuant to Rule 424(b)(4) of the Securities
Act, dated June 10, 1998;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the prospectus referred
to in (1) above.
(3) The description of Common Stock, $0.001 par value per share (the
"Common Stock"), contained in the Company's Registration Statement on Form 8-A
as filed with the Commission on June 9, 1998
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold, or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Registrant's Amended Certificate of Incorporation contains certain
provisions permitted under the General Corporation Law of Delaware relating to
the liability of directors. These provisions eliminate a director's personal
liability for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions which involve intentional misconduct or a
knowing violation of the law. The Registrant's Amended Certificate of
Incorporation also contains provisions obligating the Registrant to indemnify
its directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware.
The Registrant may purchase and maintain insurance coverage insuring
directors and officers of the Registrant against certain liabilities which they
may incur as directors and officers of the Registrant, which may include
coverage for liabilities arising under the Securities Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings.
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement
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<PAGE>
or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The 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 in
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive 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, executive officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, executive 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Boston, Massachusetts on this 30th day of June, 1998.
Aztec Technology Partners, Inc.
By: /s/ James E. Claypoole
----------------------------------
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Aztec Technology Partners,
Inc. hereby severally constitute and appoint James E. Claypoole and Douglas R.
Johnson, and each of them singly, our true and lawful attorneys-in-fact 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 on Form S-8 filed
herewith and any and all amendments to said Registration Statement and generally
to do all such things in our names and on our behalf in our capacities as
officers and directors to enable Aztec Technology Partners, Inc. to comply with
the provisions of the Securities Act and all requirements of the Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys-in-fact, and each of them singly, to said Registration Statement and
any and all amendments thereto.
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<PAGE>
WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of June 30, 1998.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES E. CLAYPOOLE Chairman of the Board of
- ---------------------- Directors and Chief Executive June 30, 1998
James E. Claypoole Officer (Principal Executive
Officer)
/s/ DOUGLAS R. JOHNSON Executive Vice President and
- ---------------------- Chief Financial Officer (Principal June 30, 1998
Douglas R. Johnson Financial Officer and Principal
Accounting Officer)
/s/ LAWRENCE M. HOWELL Director June 30, 1998
- ----------------------
Lawrence M. Howell
/s/ JONATHAN J. LEDECKY Director June 30, 1998
- -----------------------
Jonathan J. Ledecky
/s/ CLIFFORD MITMAN, JR. Director June 30, 1998
- ------------------------
Clifford Mitman, Jr.
/s/ BENJAMIN TANDOWSKI Director June 30, 1998
Benjamin Tandowski
</TABLE>
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<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
3.1 Certificate of Incorporation, as amended(1)
3.5 By-laws, as amended(1)
4 Specimen Certificate of Common Stock of the
Registrant(1)
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in the signature pages of this
Registration Statement)
</TABLE>
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(1) Incorporated herein by reference to Exhibits 3.1 through 4.1 to the
Registrant's Registration Statements on Form S-1 (File No. 333-46533).
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<PAGE>
Exhibit 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 FAX 617-526-5000
June 30, 1998
Aztec Technology Partners, Inc.
52 Roland Street
Boston, Massachusetts 02129
Re: 1998 Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 10,000,000 shares of Common Stock, $0.001 par value per
share (the "Shares"), of Aztec Technology Partners, Inc., a Delaware corporation
(the "Company"), issuable under the Company's 1998 Stock Incentive Plan (the
"Plan").
We have examined the Amended Certificate of Incorporation of the Company
and the Amended By-Laws of the Company, each as amended to date, and originals,
or copies certified to our satisfaction, of all pertinent records of the
meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, the authenticity of the
originals of such latter documents and the legal capacity of all individuals
executing documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the shares in accordance with the Plan, to register and qualify the
shares for sale under all applicable state securities or "Blue Sky" laws.
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<PAGE>
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan against payment therefor, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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