As filed with the Securities and Exchange Commission on December 30, 1999
REGISTRATION NO. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NETWORK-1 SECURITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3027591
(State or other jurisdiction (I.R.S. employer
of incorporation) identification number)
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1601 TRAPELO ROAD, RESERVOIR PLACE
WALTHAM, MASSACHUSETTS 02451
(781) 522-3400
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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NETWORK-1 SECURITY SOLUTIONS, INC.
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
(Full title of the plan)
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AVI A. FOGEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NETWORK-1 SECURITY SOLUTIONS, INC.
1601 TRAPELO ROAD, RESERVOIR PLACE
WALTHAM, MASSACHUSETTS 02451
(781) 522-3400
(Address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
SAM SCHWARTZ, ESQ.
SOLOVAY EDLIN & EISEMAN, P.C.
845 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 752-1000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (2) PRICE (2) FEE
- ------------------------------------ ------------------ ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share................... 1,800,000 shares $7.09375 $12,768,750 $3,370.95
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</TABLE>
(1) Represents the aggregate number of shares of common stock, par value $.01
per share (the "Common Stock"), of Network-1 Security Solutions, Inc. (the
"Company") issuable upon exercise of stock options granted or to be granted
by the Company under its 1996 Stock Option Plan, as amended and restated to
date (the "Plan"), for which no registration statement has been filed.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) promulgated under the Securities Act, based on the average
of the high and low sales prices for the shares of Common Stock as reported
on the Nasdaq Stock Market's SmallCap Market on December 27, 1999.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document or documents containing the information specified in Part
1 are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Network-1 Security Solutions, Inc., a Delaware
corporation (referred to herein as either the "Company" or the "Registrant"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the Securities Act of 1933, as amended (the "Securities Act"), are
incorporated by reference in this Registration Statement:
1. the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998;
2. the Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, June 30, and September 30, 1999; and
3. the description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A filed October 9, 1998 and any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company 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 then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained 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 incorporated or deemed to be
incorporated by reference herein modifies or supersedes such 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.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporations Law (the "DGCL")
contains provisions entitling the Company's directors and officers to
indemnification from judgments, fines, amounts paid in settlement, and
reasonable expenses (including attorneys' fees) as the result of an action or
proceeding in which they may be involved by reason of having been a director or
officer of the Company. In its Certificate of Incorporation, as amended, the
Company has included a provision that limits, to the fullest extent now or
hereafter permitted by the DGCL, the personal liability of its directors to the
Company or its stockholders for monetary damages arising from a breach of their
fiduciary duties as directors. Under the DGCL as currently in effect, this
provision limits a director's liability except where such director (i) breaches
his duty of loyalty to the Company or its stockholders, (ii) fails to act in
good faith or engages in intentional misconduct or a knowing violation of law,
(iii) authorizes payment of an unlawful dividend or stock purchase or redemption
as provided in Section 174 of the DGCL, or (iv) obtains an improper personal
benefit. This provision does not prevent the Company or its stockholders from
seeking equitable remedies, such as injunctive relief or rescission. If
equitable remedies are found not to be available to stockholders in any
particular case, stockholders may not have any effective remedy against actions
taken by directors that constitute negligence or gross negligence.
The Certificate of Incorporation, as amended, also includes provisions
to the effect that (subject to certain exceptions) the Company shall, to the
maximum extent permitted from time to time under the law of the State of
Delaware, indemnify any director or officer to the extent that such
indemnification is permitted under such law, as it may from time to time be in
effect. In addition, the By-Laws require the Company to indemnify, to the
fullest extent permitted by law, any director or officer of the Company for acts
which such person reasonably believes are not in violation of the Company's
corporate purposes as set forth in the Certificate of Incorporation. At present,
the DGCL provides that, in order to be entitled to indemnification, an
individual must have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the Company's best interests.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to any charter, provision, by-law, contract, arrangement,
statute or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
No. Description
- --- -----------
4.1 Certificate of Incorporation, as amended, of the Company. Previously
filed as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 (Registration No. 333-59617), declared effective by the Commission
on November 12, 1998 (the "1998 Registration Statement"), and
incorporated herein by reference.
4.2 By-laws of the Company. Previously filed as Exhibit 3.2 to the 1998
Registration Statement, and incorporated herein by reference.
4.3 The Company's Amended and Restated 1996 Stock Option Plan. Previously
filed as an attachment to the Company's Proxy Statement filed on May
28, 1999, and incorporated herein by reference.
5.1* Opinion of Solovay Edlin & Eiseman, P.C. regarding legality of
securities being registered.
23.1* Consent of Richard A. Eisner & Company, LLP, independent certified
public accountants.
23.2 Consent of Solovay Edlin & Eiseman, P.C. (contained in Exhibit 5.1).
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* Filed herewith
ITEM 9. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes that it will:
(a) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
Registration Statement; and
(iii) include any additional or changed material
information on the plan of distribution.
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(b) For determining liability under the Securities Act, treat
each post-effective amendment as a new Registration Statement of the securities
offered, and the offering of securities at that time to be the initial BONA FIDE
offering.
(c) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of this
offering.
(2) 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.
<PAGE>
SIGNATURES
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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 Waltham, Commonwealth of Massachusetts.
Dated: December 30, 1999
NETWORK-1 SECURITY SOLUTIONS, INC.
By: /S/ Avi A. Fogel
----------------------
Avi A. Fogel
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ Avi A. Fogel President, Chief Executive Officer December 30, 1999
- -------------------------- and Director (principal executive
Avi A. Fogel officer)
/S/ Murray P. Fish Chief Financial Officer & Secretary December 30, 1999
- -------------------------- (principal financial and accounting
Murray P. Fish officer)
/S/ Corey M. Horowitz Chairman of the Board of Directors December 30, 1999
- --------------------------
Corey M. Horowitz
/S/ Marcus J. Ranum Director December 30, 1999
- --------------------------
Marcus J. Ranum
</TABLE>
<PAGE>
INDEX TO EXHIBITS
NO. DESCRIPTION
- --- -----------
4.1 Certificate of Incorporation, as amended, of the Company. Previously
filed as Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 (Registration No. 333-59617), declared effective by the Commission
on November 12, 1998 (the "1998 Registration Statement"), and
incorporated herein by reference.
4.2 By-laws of the Company. Previously filed as Exhibit 3.2 to the 1998
Registration Statement, and incorporated herein by reference.
4.3 The Company's Amended and Restated 1996 Stock Option Plan. Previously
filed as an attachment to the Company's Proxy Statement filed on May
28, 1999, and incorporated herein by reference.
5.1* Opinion of Solovay Edlin & Eiseman, P.C. regarding legality of
securities being registered.
23.1* Consent of Richard A. Eisner & Company, LLP, independent certified
public accountants.
23.2 Consent of Solovay Edlin & Eiseman, P.C. (contained in Exhibit 5.1).
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* Filed herewith
[Solovay Edlin & Eiseman, P.C. Letterhead]
December 30, 1999
Network-1 Security Solutions, Inc.
1601 Trapelo Road, Reservoir Place
Waltham, Massachusetts 02451
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Network-1 Security Solutions, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 1,800,000 shares (the "Shares") of common stock, par value $.01 per
share (the "Common Stock"), to be issued pursuant to the Company's Amended and
Restated 1996 Stock Option Plan (the "Plan").
In connection with the registration of the Shares, we have reviewed
copies of the Registration Statement, the Plan, the Company's Certificate of
Incorporation, as amended, the Company's Bylaws, and such documents and records
as we have deemed necessary to enable us to express an opinion on the matters
covered hereby.
We have also examined and relied upon representations, statements or
certificates of public officials and officers and representatives of the
Company.
In all such examinations, we have assumed the completeness and
authenticity of all records and documents submitted to us as originals and the
conformity to original records and documents of all copies submitted to us as
reproduced or conformed copies.
Based upon the foregoing, we are of the opinion that the Shares covered
by the Registration Statement, upon the granting of the options described in the
Plan and upon delivery of such Shares and payment therefor at the prices and in
accordance with the terms stated in the Plan, will be validly issued, fully paid
and non-assessable.
<PAGE>
Network-1 Security Solutions, Inc.
December 30, 1999
Page 2 of 2 pages
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
We are delivering this opinion to the Company, and no person other than
the Company may rely on it.
Very truly yours,
SOLOVAY EDLIN & EISEMAN, P.C.
By: /s/ Sam Schwartz
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Sam Schwartz, Esq.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended and Restated 1996 Stock Option Plan of
Network-1 Security Solutions, Inc. of our report dated February 18, 1999 (March
11, 1999 with respect to Note K[2]), with respect to the financial statements of
Network-1 Security Solutions, Inc. included in its annual report on Form 10-KSB
for the year ended December 31, 1998 filed with the Securities and Exchange
Commission.
Richard A. Eisner & Company, LLP
New York, New York
December 23, 1999
