<PAGE>
As filed with the Securities and Exchange Commission on January 11, 2000
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
NETSOLVE, INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 75-2094811-2
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
12331 Riata Trace Parkway
Austin, Texas 78727
(512) 340-3000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
NetSolve, Incorporated 1988 Stock Option Plan
NetSolve, Incorporated Long-Term Incentive Compensation Plan
(Full title of the plans)
Craig S. Tysdal, President and Chief Executive Officer
NetSolve, Incorporated
12331 Riata Trace Parkway
Austin, Texas 78727
(512) 340-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Worsham, Forsythe & Wooldridge, L.L.P.
Attn: L. Scott Austin, Esq.
1601 Bryan Street, 30/th/ Floor
Dallas, Texas 75201
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Proposed
Title of Securities to Be Registered Amount to Be Maximum Offering Maximum Aggregate Amount of
Registered Price Per Share (1) Offering Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $ 0.01 per share. 3,951,976 shares $29.41 $116,227,614.16 $30,685.00
===========================================================================================================================
</TABLE>
(1) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of NetSolve, Incorporated reported
on January 5, 2000.
================================================================================
<PAGE>
EXPLANATORY NOTE
The prospectus that is included in this Registration Statement is a
separate reoffer prospectus included pursuant to General Instruction C of Form
S-8.
<PAGE>
[NETSOLVE LOGO]
632,591 Shares
Common Stock
This Prospectus relates to 632,591 shares of NetSolve, Incorporated's
common stock which have been acquired by the selling stockholders pursuant to
the exercise of stock options issued under NetSolve's 1988 Stock Option Plan.
Sales made by the selling stockholders are expected to be made from time to
time at the then prevailing market price or at negotiated prices. The selling
stockholders will pay any brokerage commission and all other fees and expenses
incurred in connection with these transactions. NetSolve will not receive any of
the proceeds from these sales.
The common stock is quoted on the NASDAQ National market under the symbol
"NTSL". On January 7, 2000, the closing price of the common stock was $31.750.
________________
The Securities and Exchange Commission and state securities regulations
have not approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
________________
The date of this Prospectus is January 11, 2000.
<PAGE>
You should rely only on the information contained in this prospectus.
NetSolve has not authorized anyone to provide you with information different
from that contained in this prospectus. The selling stockholders are offering to
sell, and seeking offers to buy, shares of common stock only in jurisdictions
where offers and rates are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of the delivery of this prospectus or any sale of common stock.
NETSOLVE
NetSolve offers a range of services that allow companies to outsource some
or all of the activities relating to the design, implementation, management and
security of their computer networks. NetSolve's network management and security
services are designed to increase network reliability and up-time, reduce
overall network costs, and simplify migration to new technologies. NetSolve also
resells third-party network equipment as a convenience to its network management
services customers.
NetSolve's executive offices are located at 12331 Riata Trace Parkway,
Austin, Texas 78727. Its telephone number is (512) 340-3000 and its web site is
located at www.netsolve.com. Information contained on this web site is not part
-----------------
of this prospectus.
RISK FACTORS
Investing in NetSolve's common stock involves risks. You should be able to
bear a complete loss of your investment. You should carefully consider the
factors set forth on pages 18-24 of NetSolve's Quarterly Report on Form 10-Q for
the quarterly period ended on September 30, 1999, as well as any risk factors
that may be described in subsequent reports filed by NetSolve with the
Securities and Exchange Commission, or SEC.
SELLING STOCKHOLDERS
The shares of common stock that are being offered by this prospectus have
been acquired by the selling stockholders pursuant to the exercise of options
granted by NetSolve under its 1988 Stock Option Plan. Certain of the selling
stockholders have entered into lock-up agreements with the underwriters under
which they agree not to transfer or dispose of, directly or indirectly, any
shares of common stock for a period of 180 days after September 29, 1999. Before
and after the completion of this offering, the selling stockholders will each
own less than one percent (1%) of the outstanding common stock.
The names and numbers of shares offered by each of the selling stockholders
are as follows:
Name Number of Shares Offered
---- ------------------------
Louise Allen 1,875
Linda Anderson 2,063
Karen Arthur 3,050
Otis Brinkley 139,392
Mike Bulriss 16,114
Jeff Cannon 3,613
Terry Cheng 5,500
Betsy Corlew 2,500
Carol Cuatt 1,406
2
<PAGE>
Name Number of Shares Offered
---- ------------------------
Steve Davies 15,000
Robert Ditzig 1,500
Lisa Elliott 1,006
Michelle Friesenhahn 14,063
Albert Garza 3,500
Catherine Hasty 1,156
Ken Kieley 5,000
Shell Kristofferson 1,900
Stephen Kyriakos 3,594
Stacy Liddicoat 3,334
Danny Lopez 14,763
Rob Lynch 55,000
Darrell McPhaul 3,188
John Merritt 79,037
Jim Miller 4,000
Penn Rabb 7,583
Jack Radford 1,500
Mary Ridgway 2,050
Dave Ringer 4,150
Joe Rysdyke 1,873
Scott Sherwood 2,500
Gwen Smith 3,281
Darren Spohn 87,500
Tim Tisdel 5,188
Michael Turner 113,750
Eric Voigt 1,000
Certain unnamed non-affiliates of NetSolve, each of whom may sell up to
1,000 shares of common stock, may also use this prospectus for reoffers and
resales.
The amount of common stock to be reoffered or resold by means of this
prospectus by each of the selling stockholders and any other person with whom
such selling stockholders is acting in concert for the purposes of selling
NetSolve common stock, may not exceed, during any three month period, the amount
specified in Rule 144(c) promulgated under the Securities Act of 1933, as
amended, or Securities Act.
3
<PAGE>
PLAN OF DISTRIBUTION
NetSolve is registering the common stock on behalf of the selling
stockholders. As used in this prospectus, "selling stockholders" includes any
donees and pledgees selling common stock received from a named selling
stockholder after the date of this prospectus. All costs in connection with the
registration of the common stock will be borne by NetSolve. Brokerage
commissions and similar selling expenes, if any, attrributable to the sales from
time to time of common stock will be borne by the selling stockholders.
Sales of stock may be made by selling stockholders from time to time in one
or more types of transactions (which may include block transactions) on the
NASDAQ National Market, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the common
stock, through short sales of common stock or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
stockholders have advised NetSolve that they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their securities, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of common stock
by the selling shareholders.
The selling shareholders may effect such transactions by selling common
stock directly to purchasers or to or through broker-dealers, which may act as
agents or principals. Such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the selling shareholders and/or
the purchasers of common stock for whom such broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
The selling shareholders and any broker-dealers that act in connection with
the sale of common stock might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1934, as amended, or Securities Act,
and any commissions received by such broker-dealers and any profit on the resale
of the common stock sold by them while acting as principals might be deemed to
be underwriting discounts or commissions under the Securities Act. The selling
shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the common stock against certain
liabilities, including liabilities arising under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the NASDAQ National Market pursuant
to Rule 153 under the Securities Act. NetSolve has informed the selling
shareholders that the anti-manipulative provisions of Regulation M promulgated
under the Securities Exchange Act of 1934, as amended, may apply to their sales
in the market.
Selling shareholders also may resell all or a portion of the common stock
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
Upon NetSolve being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholders and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon NetSolve being notified by a
selling shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.
4
<PAGE>
Any agent, underwriter or dealer selected by a selling stockholder may
engage in transactions with, or perform services for, NetSolve in the ordinary
course of business.
WHERE YOU CAN FIND MORE INFORMATION
You can read NetSolve's SEC filings, including the registration statement,
over the Internet at the SEC's Web site at http://www.sec/gov. You may also
-------------------
read and copy any document NetSolve files with the SEC at its public reference
facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, DC
20549; Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World
Trade Center, Thirteenth Floor, new York, New York 10048. You may also obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifty Street, N.W.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities.
The SEC allows NetSolve to "incorporate by reference" the information
NetSolve files with them, which means that NetSolve can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and the
information that NetSolve files later with the SEC will automatically update and
supersede this information. NetSolve incorporates by reference its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1999 and any
further filing NetSolve makes with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until all of the
common stock described in this prospectus has been sold.
You may request a copy of these filings at no cost by writing or contacting
NetSolve, Incorporated, at the following address: Investor Relations Manager,
NetSolve, Incorporated, 12331 Riata Trace Parkway, Austin, Texas 78727;
telephone number (512) 340-3000.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by NetSolve, Incorporated ("NetSolve")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference :
(a) NetSolve's Prospectus filed on September 29, 1999 pursuant to
Rule 424(b) of the Securities Act, which contains audited
financial statements for NetSolve's latest fiscal year for which
such statements have been filed; and
(b) NetSolve's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1999; and
(c) The description of NetSolve's Common Stock contained in
NetSolve's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act") on October 20, 1998, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by NetSolve pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities 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 such documents.
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 (the "DGCL")
provides that a corporation may indemnify directors and officers, as well as
other employees and agents. A corporation may indemnify those individuals
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation). The individuals specified may be
indemnified in those actions, suits or proceedings if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation. Additionally, in a criminal action or proceeding,
these individuals may be indemnified only if they had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of actions or suits by or in the right of the corporation, except that:
. indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of these actions
or suits; but
. if the person seeking indemnification has been found liable to the
corporation in respect of any claim, issue or matter, no
indemnification shall be made except to the extent a specified court
determines the person is fairly and reasonably entitled to indemnity
for these expenses as the court deems proper.
The indemnification under the statute is in addition to any other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, agreement or otherwise.
II-1
<PAGE>
NetSolve's Bylaws provide that NetSolve shall indemnify its directors and
officers, and may indemnify its employees and agents, to the fullest extent
permitted by law. NetSolve believes that indemnification under its Bylaws covers
at least negligence and gross negligence on the part of indemnified parties.
In addition to the protection directors receive under NetSolve's By-laws,
the DGCL and the indemnity agreements, NetSolve's Restated Certificate of
Incorporation limits the liability of directors to the fullest extent permitted
by Delaware law. Delaware law provides that a corporation's certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of directors to the corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
for:
. any breach of their duty of loyalty to the corporation or its
stockholders;
. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. improper payments of dividends or improper stock repurchases or
redemptions as provided in Section 174 of the DGCL; or
. any transaction from which the director derived an improper personal
benefit.
NetSolve has entered into agreements that indemnify its directors and
executive officers for certain expenses (including attorneys' fees) and, in some
instances, judgments, fines and settlement amounts they incur in certain actions
or proceedings. These actions or proceedings include any action by or in the
right of NetSolve, arising out of their services as a director or officer of
NetSolve, any subsidiary of NetSolve or any other company or enterprise to which
the person provides the services at the request of NetSolve. NetSolve believes
that these provisions and agreements are necessary to attract and retain
qualified directors and officers.
Item 7. Exemption from Registration Claimed.
The common stock to be reoffered and resold pursuant to the reoffer
prospectus filed as a part of this Registration Statement was issued and sold by
NetSolve to its employees upon exercise of employee stock options granted under
NetSolve's 1988 Stock Option Plan in reliance upon the exemptions from the
registration provisions of the Securities Act of 1933, as amended, contained in
Rule 701 promulgated under that Act and Section 4(2) of that Act, on the basis
that the transactions did not involve public offerings.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
5.1 Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
23.1 Consent of Worsham, Forsythe & Wooldridge, L.L.P.(contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-4).
</TABLE>
Item 9. Undertakings.
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, 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>
(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.
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.
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.
II-3
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the Agent for Service named in this registration statement
as his or her attorney in fact to sign in his or her name and behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereof also appoints such Agent for
Service as its attorney-in-fact with like authority to sign and file any such
amendments in its name and behalf.
SIGNATURES
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 Austin, State of Texas, on January 11, 2000.
NETSOLVE, INCORPORATED
By: /s/ Craig S. Tysdal
---------------------------------
Craig S. Tysdal, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and with date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Craig S. Tysdal Principal Executive Officer and January 11, 2000
- ------------------------------------------- Director
(Craig S. Tysdal, President and
Chief Executive Officer)
/s/ Kenneth C. Kieley Principal Financial Officer January 11, 2000
- ------------------------------------------- and Principal Accounting Officer
(Kenneth C. Kieley, Vice President -
Finance, Chief Financial Officer and
Secretary)
/s/ J. Michael Gullard Director January 11, 2000
- -------------------------------------------
(J. Michael Gullard, Chairman of the Board)
/s/ C. Richard Kramlich Director January 11, 2000
- -------------------------------------------
(C. Richard Kramlich)
/s/ Joel P. Adams Director January 11, 2000
- -------------------------------------------
(Joel P. Adams)
/s/ Howard D. Wolfe, Jr. Director January 11, 2000
- -------------------------------------------
(Howard D. Wolfe, Jr.)
/s/ H. Leland Murphy Director January 11, 2000
- -------------------------------------------
(H. Leland Murphy)
/s/ John S. McCarthy Director January 11, 2000
- -------------------------------------------
(John S. McCarthy)
/s/ Suzanne C. Narducci Director January 11, 2000
- -------------------------------------------
(Suzanne C. Narducci)
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
5.1 Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
23.1 Consent of Worsham, Forsythe & Wooldridge, L.L.P. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (included on page II-4).
</TABLE>
<PAGE>
EXHIBIT 5.1
WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.
Attorneys and Counselors at Law
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
__________
Telephone (214) 979-3000
Fax (214) 880-0011
January 11, 2000
NetSolve, Incorporated
12331 Riata Trace Parkway
Austin, Texas 78727
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 to be filed by
NetSolve, Incorporated ("Company") on or about the date hereof with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended, for the registration of 3,951,976 shares of common stock, $.01
par value per share ("Stock"), to be offered from time to time under the
Company's 1988 Stock Option Plan and Long-Term Incentive Compensation Plan
("Plans"), we are of the opinion that:
1. The Company is a corporation validly organized and existing under the
laws of the State of Delaware.
2. All requisite action on the part of the Company's Board of Directors
with respect to the issuance and delivery of Stock to be issued directly by the
Company will have been taken when such Stock shall have been issued and
delivered as contemplated in the Plans.
3. Any Stock to be issued directly by the Company will be validly issued,
fully paid and non-assessable when such Stock shall have been issued and
delivered as contemplated in the Plans.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the aforementioned Registration Statement.
Very truly yours,
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ L. Scott Austin
----------------------------------
A Partner
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the NetSolve, Incorporated 1988 Stock Option Plan and the
NetSolve, Incorporated Long-Term Incentive Compensation Plan of our report dated
April 29, 1999, with respect to the consolidated financial statements of
NetSolve, Incorporated included in its Registration Statement on Form S-1 (No.
333-65691), as amended as of September 22, 1999, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
January 7, 2000
