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Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SAGA SYSTEMS, INC.
(Exact Name of registrant as specified in its charter)
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<S> <C>
Delaware 54-1167173
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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11190 Sunrise Valley Drive
Reston, Virginia 20191
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(Address, including zip code, of principal executive offices)
SAGA SYSTEMS, Inc. 1997 Stock Option Plan
------------------------------------------
(Full title of the plan)
Daniel F. Gillis
President & Chief Executive Officer
SAGA SYSTEMS, Inc.
11190 Sunrise Valley Drive
Reston, Virginia 20191
(703) 860-5050
(Name, address, including zip code, and telephone number including
area code, of agent for service)
Copy to:
Richard E. Baltz
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004
(202) 942-5124
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Calculation of Registration Fee
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
unit(1)(2) price(2) (3)
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<S> <C> <C> <C> <C>
Common Stock 2,000,000 $14.47 $28,940,000 $7,640.16
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(1) Calculated on the basis of the average of the high and low sale prices of
the Registrant's Common Stock as reported on June 20, 2000 on the New York
Stock Exchange which date is within 5 business days prior to the date of
the filing of this Registration Statement.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h).
(3) In addition to the shares being registered by this Registration Statement,
this Registration Statement also relates to shares of the Registrant's
Common Stock issuable pursuant to the SAGA SYSTEMS, Inc. 1997 Stock Option
Plan for which a Registration Statement on Form S-8, File No. 333-44687
is currently effective. A Registration fee of $26,493.00 was paid upon the
initial filing of the Registration Statement registering 6,875,000 shares
of Common Stock.
Pursuant to Rule 429 under the Securities Act of 1933, 4,668,717 shares
of Common Stock remaining available for issuance under the Company's
1997 Stock Option Plan (previously registered pursuant to Registration
No. 333-44687) are hereby carried forward to this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by SAGA Systems, Inc. ("Registrant" or
"Company") (File No. 1-13609) with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange Act"),
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
(c) The Company's Form 8-K filed February 1, 2000.
(d) The Company's Form 8-K filed February 16, 2000.
(e) The description of the common stock of the Company, par value $.01 per
share ("Common Stock"), contained in a registration statement on Form
8-A filed by the Company on November 14, 1997, and any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant after the date of this Registration
Statement 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
Common Stock offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and shall be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Registration Statement 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 other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or so
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Company's Certificate of Incorporation provides that the Company will
indemnify its directors and officers and may indemnify employees and other
agents to the fullest extent permitted by Delaware law. The directors and
officers of the Company also may be indemnified against liability they may incur
for serving in that capacity pursuant to a liability insurance policy maintained
by the Company for such purpose.
In addition, the Company's Certificate of Incorporation provides that to
the fullest extent permitted by Delaware law, the Company's directors will not
be liable for monetary damages for breach of the directors' fiduciary duty to
the Company and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of non-
monetary relief would remain available under Delaware law. Each director will
continue to be subject to liability for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for unlawful payments of dividends or unlawful stock purchase or redemption.
This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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The exhibits listed on the Exhibit Index on page II-9 of this Registration
Statement are filed herewith or are incorporated herein by reference from other
filings.
Item 9. Undertakings
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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 Securities and Exchange 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
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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.
The 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act").
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) 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; provided, however, that paragraphs
(i) and (ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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; and
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.
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The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 new securities at that time shall be deemed to be the initial
bona fide offering thereof.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Reston, Commonwealth of Virginia, on June 9, 2000.
SAGA SYSTEMS, INC.
By: /s/ Daniel F. Gillis
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Daniel F. Gillis
Director, President and
Chief Executive Officer
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POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel F. Gillis, Dale E. Williams and
Katherine E. Butler, and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement and to file the same, with
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and conforming all
that such attorney-in-fact and agent, or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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Signature Title Date
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/s/ Daniel F. Gillis Chairman of the Board of Directors, President June 9, 2000
------------------------- and Chief Executive Officer (Principal Executive
Daniel F. Gillis Officer)
/s/ Dale E. Williams Vice President and Chief Financial Officer June 9, 2000
------------------------- (Principal Financial and Accounting Officer)
Dale E. Williams
/s/ Carl J. Rickertsen Director June 13, 2000
-------------------------
Carl J. Rickertsen
/s/ Paul A. Brands Director June 13, 2000
-------------------------
Paul A. Brands
/s/ John F. Burton Director June 13, 2000
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John F. Burton
/s/ Dr. Philip S. Dauber
------------------------- Director June 14, 2000
Dr. Philip S. Dauber
/s/ Edward E. Lucente Director June 13, 2000
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Edward E. Lucente
/s/ Frederic V. Malek Director June 13, 2000
-------------------------
Frederic V. Malek
/s/ Dr. Paul G. Stern Director June 15, 2000
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Dr. Paul G. Stern
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INDEX TO EXHIBITS
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Exhibit 4 SAGA SYSTEMS, Inc. 1997 Stock Option Plan, as amended, filed herewith.
Exhibit 5 Opinion of Arnold & Porter, filed herewith.
Exhibit 23.1 Consent of Arnold & Porter, included in the opinion filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of KPMG LLP, filed herewith.
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