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As filed with the Securities and Exchange Commission on November 15, 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
NETWORK ENGINES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3064173
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
25 Dan Road, Canton, Massachusetts 02021-2817
(Address of Principal Executive Offices) (Zip Code)
1999 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
Lawrence A. Genovesi
Network Engines, Inc.
25 Dan Road
Canton, Massachusetts 02021-2817
(Name and Address of Agent for Service)
(781) 821-6042
(Telephone Number, Including Area Code, of Agent for Service)
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<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered Registered(1) per share(2) price fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par value 1,710,929 $15.125 $25,877,801.13 $6,831.74
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(1) Pursuant to Rule 416(a) of the Securities Act, this Registration Statement
shall also cover any additional shares of Common Stock which become
issuable under the Plan being registered pursuant to this Registration
Statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Computed in accordance with Rule 457 (c) and (h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the registration
fee, based upon the average of the high and low prices of the Common Stock
on the Nasdaq National Market on November 10, 2000.
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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 1999 Stock Incentive Plan, as amended, 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
Statement of Incorporation by Reference
There are incorporated herein by reference (i) the Registration Statement on
Form S-8, File No. 333-41374, filed by the Registrant on July 13, 2000, relating
to the Registrant's 1999 Stock Incentive Plan, as amended, 2000 Employee Stock
Purchase Plan and 2000 Director Stock Option Plan, (ii) the prospectus filed
pursuant to Rule 424(b) of the Securities Act relating to the Registration
Statement on Form S-1 (Registration No. 333-34286) (the "Form S-1") of Network
Engines, Inc. (the "Registrant"), containing audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed by
the Registrant with the Securities and Exchange Commission, (iii) all other
reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the document referred to in (ii) above and (iv)
the description of the common stock, par value $0.01 per share, of the
Registrant contained in the Registrant's registration statement filed under 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 securities offered 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 of such documents.
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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 Canton,
Massachusetts on November 15, 2000.
NETWORK ENGINES, INC.
By: /s/ Lawrence A. Genovesi
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Lawrence A. Genovesi
Chairman of the Board, President,
Chief Executive Officer and Chief
Technology Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Network Engines, Inc., hereby
severally constitute and appoint Lawrence A. Genovesi, Douglas G. Bryant and
Philip P. Rossetti 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 Engines Inc. 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.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Lawrence A. Genovesi
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Lawrence A. Genovesi Chairman of the Board, President, November 15, 2000
Chief Executive Officer and Chief
Technology Officer
/s/ Douglas G. Bryant
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Douglas G. Bryant Vice President of Administration, November 15, 2000
Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
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<S> <C> <C>
/s/ John A. Blaeser
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John A. Blaeser Director November 9, 2000
/s/ Lawrence Kernan
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Lawrence Kernan Director November 10, 2000
/s/ Dennis A. Kirshy
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Dennis A. Kirshy Director November 14, 2000
/s/ Frank M. Polestra
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Frank M. Polestra Director November 15, 2000
/s/ Michael H. Shanahan
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Michael H. Shanahan Director November 15, 2000
/s/ Robert M. Wadsworth
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Robert M. Wadsworth Director November 15, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants
24 Power of Attorney (included in the signature pages of this
Registration Statement)
