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As filed with the Securities and Exchange Commission on January 11, 2001
Registration No. 333-_____
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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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AVICI SYSTEMS INC.
(Exact Name of Registrant as specified in its charter)
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<S> <C>
Delaware 02-0493372
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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101 BILLERICA AVENUE
NORTH BILLERICA, MA 01862
(978) 964-2000
(Address of Principal Executive Offices) (Zip Code)
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AVICI SYSTEMS INC.
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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PETER C. ANASTOS, ESQ.
AVICI SYSTEMS INC.
101 BILLERICA AVENUE
NORTH BILLERICA, MA 01862
(Name and Address of Agent for Service of Process)
(978) 964-2000
(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
JOHN A. MELTAUS, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Offering Maximum Amount of
Title of Securities Amount to be Price Per Aggregate Registration
to be Registered Registered Share Offering Price Fee(1)
-------------------- ------------ --------- -------------- ------------
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2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Common Stock (par value $.0001 per share)
200,000 (2) $20.16 $4,032,000 $1,008.00
2000 EMPLOYEE STOCK PURCHASE PLAN 57,304 (2) $20.16 $1,155,248.64 $ 288.81
Common Stock (par value $.0001 per share)
Total
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(1) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
(2) The price of $20.16 per share, which is the average of the high and low
price of the Common Stock of the Registrant as reported on the Nasdaq
National Market on January 8, 2001, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) of the Securities Act
and has been used only for those shares without a fixed exercise price.
2
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This Registration Statement registers additional securities of the same
class as other securities for which a Registration Statement on Form S-8 (No.
333-48178) relating to Avici's 2000 Non-Employee Director Stock Option Plan and
2000 Employee Stock Purchase Plan is effective. Pursuant to General Instruction
E of Form S-8, the contents of the above-listed Registration Statement are
hereby incorporated by reference.
Item 8. Exhibits.
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Exhibit No. Description
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4.1 Fourth Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-37316) and
incorporated herein by reference)
4.2 Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the
Registration Statement on Form S-1 (File No. 333-37316) and incorporated herein
by reference)
4.3 2000 Non-Employee Director Stock Option Plan (filed as Exhibit 10.4 to the
Registration Statement on Form S-1 (File No. 333-37316) and incorporated herein
by reference)
4.4 2000 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Registration
Statement on Form S-1 (File No. 333-37316) and incorporated herein by reference)
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included as part of the signature page of this Registration
Statement)
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3
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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 Billerica in the State of Massachusetts, on this 11th
day of January, 2001.
AVICI SYSTEMS INC.
By: /s/ Paul F. Brauneis
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Paul F. Brauneis
Chief Financial Officer and Treasurer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Avici Systems Inc., hereby
severally constitute and appoint Paul F. Brauneis, our true and lawful attorney,
with full power to him, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Avici Systems Inc., to comply
with the provisions of the Securities Act of 1933, as amended, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and all amendments thereto.
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 date indicated.
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SIGNATURE TITLE
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/s/ Surya R. Panditi Chief Executive Officer, Co-Chairman and Director
------------------------------------ (principal executive officer)
Surya R. Panditi
/s/ Steven B. Kaufman President, Chief Operating Officer and Director
------------------------------------
Steven B. Kaufman
/s/ Paul F. Brauneis Chief Financial Officer, Treasurer and Secretary
------------------------------------ (principal financial officer and principal accounting
Paul F. Brauneis officer)
/s/ James R. Swartz Chairman and Director
------------------------------------
James R. Swartz
/s/ Stephen M. Diamond Director
------------------------------------
Stephen M. Diamond
/s/ Catherine M. Hapka Director
------------------------------------
Catherine M. Hapka
/s/ Richard T. Liebhaber Director
------------------------------------
Richard T. Liebhaber
/s/ James Mongiello Director
------------------------------------
James Mongiello
/s/ Henry Zannini Director
------------------------------------
Henry Zannini
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4
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INDEX TO EXHIBITS
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Exhibit No. Description
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<S> <C>
4.1 Fourth Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-37316) and
incorporated herein by reference)
4.2 Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the
Registration Statement on Form S-1 (File No. 333-37316) and incorporated herein
by reference)
4.3 2000 Non-Employee Director Stock Option Plan (filed as Exhibit 10.4 to the
Registration Statement on Form S-1 (File No. 333-37316) and incorporated herein
by reference)
4.4 2000 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Registration
Statement on Form S-1 (File No. 333-37316) and incorporated herein by reference)
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included as part of the signature page of this Registration
Statement)
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5
