<PAGE>
As filed with the Securities and Exchange Commission on August 4, 2000
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
________________________
NETSOLVE, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 75-2094811-2
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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 Long-Term Incentive Compensation Plan
(Full title of the plan)
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 LLP
Attn: L. Scott Austin, Esq.
1601 Bryan Street, 30/th/ Floor
Dallas, Texas 75201
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==========================================================================================================================
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
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<S> <C> <C> <C> <C>
Common Stock, par value $ 0.01 per share. 3,000,000 shares $23.78 $71,340,000.00 $18,834.00
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(1) Calculated solely for the purposes of determining the registration fee
under Rule 457(c) and (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 the NASDAQ National Market on
August 1, 2000.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-94401
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement on Form S-8 (Reg. 333-94401) filed with the Securities and Exchange
Commission on January 11, 2000, is incorporated by reference herein.
EXHIBITS
Exhibit No. Description
----------- -----------
5.1 Opinion of Worsham Forsythe Wooldridge LLP.
23.1 Consent of Worsham Forsythe Wooldridge LLP (contained
in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (see signature page).
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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 August 4, 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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Craig S. Tysdal Principal Executive Officer and August 4, 2000
----------------------------------------------- Director
(Craig S. Tysdal, President and
Chief Executive Officer)
/s/ Kenneth C. Kieley Principal Financial Officer August 4, 2000
----------------------------------------------- and Principal Accounting Officer
(Kenneth C. Kieley, Vice President - Finance,
Chief Financial Officer and Secretary)
/s/ J. Michael Gullard Director August 4, 2000
-----------------------------------------------
(J. Michael Gullard, Chairman of the Board)
/s/ Joel P. Adams Director August 4, 2000
-----------------------------------------------
(Joel P. Adams)
/s/ Howard D. Wolfe, Jr. Director August 4, 2000
-----------------------------------------------
(Howard D. Wolfe, Jr.)
/s/ John S. McCarthy Director August 4, 2000
-----------------------------------------------
(John S. McCarthy)
/s/ Suzanne C. Narducci Director August 4, 2000
-----------------------------------------------
(Suzanne C. Narducci)
/s/ G. Joseph Lueckenhoff Director August 4, 2000
-----------------------------------------------
(G. Joseph Lueckenhoff)
</TABLE>
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INDEX TO EXHIBITS
Exhibit
-------
No. Description
--- -----------
5.1 Opinion of Worsham Forsythe Wooldridge LLP.
23.1 Consent of Worsham Forsythe Wooldridge LLP (contained
in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (see signature page).
