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As filed with the Securities and Exchange Commission
on June 30, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NETWORK PLUS CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
04-3430576
(I.R.S. Employer Identification No.)
234 Copeland Street, Quincy, Massachusetts 02169
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1998 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
JAMES J. CROWLEY, ESQ.
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER
NETWORK PLUS CORP.
234 COPELAND STREET
QUINCY, MASSACHUSETTS 02169
(Name and Address of Agent for Service)
(617) 786-4000
(Telephone Number, Including Area Code, of Agent For Service)
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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, 453,333 $16.00(1) $7,253,328(1) $2,017
$.01 par value
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(1) Computed in accordance with Rules 457(c) and (h) under the Securities
Act of 1933 as based upon the Price to Public set forth in the
Prospectus relating to the registrant's initial public offering of
Common Stock.
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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 Registrant's Amended and Restated 1998
Director Stock Option Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (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), 13(c), 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 Registrant's latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(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 the common stock of the Registrant,
$.01 par value per share (the "Common Stock"), contained in the
Registrant's registration statement on Form 8-A filed with the
Commission under Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
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.
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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 ("DGCL"),
empowers a Delaware corporation to indemnify any persons who are or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation may
indemnify directors, officers, employees or agents of the corporation, in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if a director,
officer, employee or agent of the corporation is adjudged to be liable to the
corporation in the performance of such person's duty. Where a director, officer,
employee or agent of the corporation is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify such
person against the expenses actually and reasonably incurred by such person.
The Registrant's Certificate of Incorporation, as amended (the
"Certificate"), and Bylaws, as amended (the "Bylaws"), provide that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent the DGCL prohibits such indemnification. The
Certificate and Bylaws also provide for indemnification of any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including an action by or in the right of the Registrant), by
reason of such person's position, or by reason of any action alleged to have
been taken or omitted in such person's capacity, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant. In addition, the Registrant maintains
insurance policies which provide coverage for its officers and directors in
certain situations where the Registrant cannot directly indemnify such officers
or directors.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
4.1 Certificate of Incorporation of the Registrant, as
amended. Incorporated by reference to Exhibit 3.1
to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-64633).
4.2 By-Laws of the Registrant, as amended. Incorporated
by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1, as amended
(File No. 333-64633).
5 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP (included in
Exhibit 5).
24 Power of Attorney (included in the signature page
of this Registration Statement).
Item 9. UNDERTAKINGS
1. The 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, 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.
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(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.
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, 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 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.
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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 the City of Quincy, Commonwealth of Massachusetts, on this 30th
day of June 1999.
Network Plus Corp.
By: /s/ James J. Crowley
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James J. Crowley
Executive Vice President,
Chief Operating Officer and
Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Network Plus Corp.,
hereby severally constitute and appoint Robert T. Hale, Jr., James J. Crowley,
George Alex and Jeffrey N. Carp, and each of them singly, our true and lawful
attorneys 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 subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Network Plus Corp.
to comply with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, as of June 30, 1999.
Name Title
/s/ Robert T. Hale Chairman of the Board
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Robert T. Hale
/s/ Robert T. Hale, Jr. President, Chief Executive Officer and Director
- ----------------------- (Principal Executive Officer)
Robert T. Hale, Jr.
/s/ James J. Crowley Executive Vice President, Chief Operating
- ----------------------- Officer, Secretary and Director
James J. Crowley
/s/ George Alex Executive Vice President of Finance, Chief
- ----------------------- Financial Officer and Treasurer (Principal
George Alex financial and Accounting Officer)
/s/ David Martin
- -----------------------
David Martin Director
/s/ Joseph C. McNay
- ----------------------- Director
Joseph C. McNay
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Certificate of Incorporation of the Registrant, as amended.
Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S- 1, as amended (File No.
333-64633).
4.2 By-Laws of the Registrant, as amended. Incorporated by reference
to Exhibit 3.3 to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-64633).
5 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature page of this
Registration Statement).
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EXHIBIT 5
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HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
June 30, 1999
Network Plus Corp.
234 Copeland Street
Quincy, Massachusetts 02169
Re: Amended and Restated 1998 Director Stock Option 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 (the "Commission") relating to 453,333 shares of common stock, $.01
par value per share (the "Shares"), of Network Plus Corp., a Delaware
corporation (the "Company"), issuable under the Company's Amended and Restated
1998 Director Stock Option Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company and
the Bylaws of the Company, each as amended, 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 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, photostatic or facsimile copies, the authenticity of the
originals of such latter documents and the legal competence of all signatories
to such 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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Network Plus Corp.
June 30, 1999
Page 2
We express no opinion herein as to the laws of any state or
jurisdiction other than the Delaware General Corporation Law and the federal
laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares 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, will be legally issued, fully paid and nonassessable.
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 mattes expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act"). In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 17, 1999, except as to the
information presented in Notes 9 and 22 for which the dates are March 23, 1999
and June 9, 1999, respectively, relating to the consolidated financial
statements which appear in Registration Statement No. 333-79479 of Network Plus
Corp. and its subsidiary. We also consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated March 17, 1999
relating to the financial statement schedule, which appears in Registration
Statement No. 333-79479.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
June 30, 1999
