As filed with the Securities and Exchange Commission on September 18, 1997
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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NATIONAL TRANSACTION NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-153523
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
117 Flanders Road, Westborough, MA 01581
(Address of principal executive offices) (Zip Code)
1995 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
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L. BARRY THOMSON
President and Chief Executive Officer
NATIONAL TRANSACTION NETWORK, INC.
117 Flanders Road
Westborough, Massachusetts 01581
(508) 870-3200
(Name, address including zip code and telephone number,
including area code, of agent for service)
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Copy to:
GEORGE W. THIBEAULT, ESQ.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
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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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<S> <C> <C> <C> <C>
1995 DIRECTOR STOCK OPTION
PLAN
Common Stock, 60,000 shares $.41(1) $ 24,600(1) $ 7.46
$.15 par value 20,000 shares $.22(1) $ 4,400(1) $ 1.34
15,000 shares $.44(1) $ 6,600(1) $ 2.00
5,000 shares $.25(1) $ 1,250(1) $ .38
200,000 shares $.86(2) $172,000(2) $ 52.12
TOTAL: 300,000 shares $ 63.30
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(1) Such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under
the Securities Act of 1933, as amended, the aggregate offering price
and the fee have been computed upon the basis of the price at which the
options may be exercised. The offering price per share set forth for
the shares is the maximum exercise price per share at which such
options are exercisable.
(2) The price of $.86 per share which is the average of the bid and ask
price reported on the OTC Market as reported on the "pink sheets" on
September 16, 1997, is set forth solely for purposes of calculating the
filing fee pursuant to Rule 457(c) and is used only for those shares
without a fixed exercise price.
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2
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the Registrant's 1988 Stock Plan and 1993 Director Stock Option Plan
is effective. Pursuant to General Instruction E to Form S-8, the Registrant
hereby incorporates by reference herein the information contained in the
Registrant's Registration Statement on Form S-8 (Registration No. 33-66732) as
filed with the Securities and Exchange Commission (the "Commission") on July 30,
1993.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following document filed with the Commission is incorporated by
reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K (Commission File
Number 0-10966) for the fiscal year ended December 31, 1996,
filed with the Commission on March 24, 1997.
(b) Registrant's Quarterly Report on Form 10-Q (Commission File
Number 0-10966) for the fiscal quarter ended March 31, 1997,
filed with the Commission on May 14, 1997.
(c) Registrant's Quarterly Report on Form 10-Q (Commission File
Number 0-10966) for the fiscal quarter ended June 30, 1997,
filed with the Commission on August 13, 1997.
All documents subsequently filed with the Commission 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 herein 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.
Any statement contained in any document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or deemed
to be, incorporated by reference herein modifies or supersedes such statement.
Except as so modified or superseded, such statement shall not be deemed to
constitute a part of this Registration Statement.
3
Item 8. Exhibits
Exhibit No. Description of Exhibit
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Exhibit 4.1 1995 Director Stock Option Plan (filed as an Exhibit
to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 and incorporated
herein by reference).
Exhibit 4.2 Form of Director Stock Option Agreement under the
1995 Director Stock Option Plan of the Registrant
(filed as an Exhibit to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995
and incorporated herein by reference).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement).
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, National Transaction Network, Inc., 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 Westborough,
Commonwealth of Massachusetts, on this 17th day of September, 1997.
NATIONAL TRANSACTION NETWORK, INC.
By: /s/ L. Barry Thomson
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L. Barry Thomson
Chief Executive Officer, President and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, L.
Barry Thomson, Kenneth M. Kubler and Milton A. Alpern his attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
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, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
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 dates indicated.
<TABLE>
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Signature Title Date
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<S> <C> <C>
/s/ L. Barry Thomson Chief Executive Officer, President and September 17, 1997
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L. Barry Thomson Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Milton A. Alpern Vice President of Finance and September 17, 1997
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Milton A. Alpern Administration (Principal Financial and
Accounting Officer)
/s/ Kenneth M. Kubler Executive Vice President, General September 17, 1997
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Kenneth M. Kubler Manager and Director
/s/ George C. Whitton Director September 17, 1997
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George C. Whitton
/s/ Christopher F. Schellhorn Director September 17, 1997
- -----------------------------
Christopher F. Schellhorn
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INDEX TO EXHIBITS
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Sequentially
Exhibit Description of Exhibit Numbered Page
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<S> <C> <C>
Exhibit 4.1 1995 Director Stock Option Plan (filed as an Exhibit to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and incorporated herein by reference).
Exhibit 4.2 Form of Director Stock Option Agreement under the 1995 Director Stock
Option Plan of the Registrant (filed as an Exhibit to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995
and incorporated herein by reference).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP. 7
Exhibit 23.1 Consent of Deloitte & Touche LLP. 8
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1). 7
Exhibit 24.1 Power of Attorney (included as part of the signature page to this 5
Registration Statement).
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Exhibit 5.1
September 18, 1997
National Transaction Network, Inc.
117 Flanders Road
Westborough, MA 01581
Re: Registration Statement on Form S-8 Relating to the 1995
Director Stock Option Plan (the "Plan")of National Transaction
Network, Inc. (the "Company")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by the Company on or about September
18, 1997 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to an additional 300,000 shares of Common Stock, $.15
par value per share, of the Company issuable pursuant to the Plan (the
"Shares").
We have examined, are familiar with, and have relied as to factual
matters solely upon, copies of the Plan, the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company, the minute books
and stock records of the Company and originals or copies of such other
documents, certificates and proceedings as we have deemed necessary for the
purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan, the terms of any option or purchase right grant thereunder duly
authorized by the Company's Board of Directors or Compensation Committee and any
related agreements with the Company, if any, will be validly issued, full paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
National Transaction Network, Inc. (the "Company") on Form S-8 of our report
dated March 3, 1997, appearing in the Annual Report on Form 10-K of the Company
for the year ended December 31, 1996.
Deloitte & Touche LLP
Boston, Massachusetts
September 17, 1997
