As filed with the Securities and Exchange Commission on June 30, 1997
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BGS SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2559993
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
ONE FIRST AVENUE, WALTHAM, MASSACHUSETTS 02254-9111
(Address of Principal Executive Office)
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1993 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
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C. Russel Hansen, Jr.
Vice President and General Counsel
BGS Systems, Inc.
One First Avenue
Waltham, Massachusetts 02254-9111
(617) 891-0000
(Name, address and telephone number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Title of each
class of Proposed maximum Proposed maxi- Amount of
securities to Amount to be offering price mum aggregate Registra-
be registered registered per share (1) offering price (1) tion fee
- ------------- ----------- ---------------- --------------- ----------
Common Stock, 50,000 $27.50 $1,375,000 $416.66
$0.10 par value shares
(1) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(h) and based upon the average of the high
and low sale prices on June 26, 1997, as reported by The Nasdaq National
Market System.
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM
EFFECTIVE REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on June 8, 1993 (File No. 33-64036)
relating to the registration of 80,000 shares of the Registrant's
Common Stock, $0.10 par value per share (the "Common Stock"), authorized
for issuance under the Registrant's 1993 Outside Director Stock Option
Plan (the "Plan"), are incorporated by reference in their entirety in this
Registration Statement, except as to the items set forth below.
This Registration Statement provides for the registration of an additional
50,000 shares of the Registrant's Common Stock to be issued under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K filed for the year ended
January 31, 1997.
(b) All other reports of the Registrant filed 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 annual report
referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form S-1 (File No. 2-83449) filed on May 2, 1983,
including any amendment or report filed with the purpose of updating such
description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock offered hereunder have been sold or which
deregisters all shares of Common Stock remaining unsold shall be deemed to
be incorporated by reference herein and to be a part hereof from the date
of the filing of such reports and documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon for
the Registrant by C. Russel Hansen, Jr., Vice President and General Counsel.
Mr. Hansen owns beneficially, within the meaning of Rule 13d-3, 896,466
shares of the Registrant's Common Stock, $0.10 par value ("Stock").
These shares include (a) 752,122 shares of Stock owned by the Robert P.
Goldberg Revocable Trust #2, of which shares Mr. Hansen is a Trustee and
(b) 122,320 shares of Stock held of record by four irrevocable trusts of
which Mr. Hansen is a co-trustee for the benefit of children who are not
related to Mr. Hansen. Mr. Hansen disclaims beneficial ownership of all
874,442 shares. The shares also include 16,000 shares of Stock subject
to options which Mr. Hansen has the right to acquire within 60 days of
June 30, 1997.
ITEM 8. EXHIBITS. See Exhibit Index.
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 Waltham, Commonwealth of Massachusetts, on this
24th day of June 1997.
BGS SYSTEMS, INC.
(Registrant)
By: /S/ Harold S. Schwenk, Jr. Chairman of the Board,
-------------------------- President and Chief Executive
Harold S. Schwenk, Jr. Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of BGS Systems, Inc., hereby
severally constitute and appoint Harold S. Schwenk, Jr., Normand Bilodeau
and C. Russel Hansen, Jr., and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to
sign any amendments to this Registration Statement on Form S-8 (including
any post-effective amendments thereto), and to file the same, with 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 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 below by the following persons
in the capacities indicated on this 24th day of June 1997.
Signature Capacity
/S/ Harold S. Schwenk, Jr. Chairman of the Board,
- -------------------------- President, Chief Executive
Harold S. Schwenk, Jr. Officer (Principal Executive
Officer)
/S/ Normand Bilodeau Chief Financial Officer
- ------------------------- (Principal Financial and
Normand Bilodeau Accounting Officer)
/S/ Jeffrey P. Buzen Director
- --------------------------
Jeffrey P. Buzen
/S/ Paul R. Duncan Director
- --------------------------
Paul R. Duncan
/S/ Judith N. Goldberg Director
- --------------------------
Judith N. Goldberg
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on this 24th day of June 1997.
Signature Capacity
/S/ Harold S. Schwenk, Jr. Chairman of the Board,
- -------------------------- President, Chief Executive
Harold S. Schwenk, Jr. Officer (Principal Executive
Officer)
/S/ Normand Bilodeau Chief Financial Officer
- ------------------------- (Principal Financial and
Normand Bilodeau Accounting Officer)
/S/ Jeffrey P. Buzen Director
- --------------------------
Jeffrey P. Buzen
/S/ Paul R. Duncan Director
- --------------------------
Paul R. Duncan
/S/ Judith N. Goldberg Director
- --------------------------
Judith N. Goldberg
INDEX TO EXHIBITS
5 Opinion of C. Russel Hansen, Jr. as to the legality of the securities
registered hereunder. (filed herewith).
23.1 Consent of C. Russel Hansen, Jr. (contained in Exhibit 5).
23.2 Consent of Ernst & Young LLP, Independent Auditors (filed herewith).
24 Power of Attorney (included in the signature page hereto).
99 BGS Systems, Inc. 1993 Outside Director Stock Option Plan
(Incorporated by reference to Exhibit B to the Registrant's Proxy
Statement dated June 8, 1993).
EXHIBIT 5
June 23, 1997
BGS Systems, Inc.
One First Avenue
Waltham, MA 02254-9111
Gentlemen:
On your behalf, I have prepared a Registration Statement on Form S-8
(the "Registration Statement") for filing with the Securities and Exchange
Commission relating to shares of the common stock, $.10 par value per share
("Common Stock"), of BGS Systems, Inc., a Massachusetts corporation
(the "Company"), issuable under the Company's 1993 Outside Director Stock
Option Plan (the "Plan").
I have examined the Articles of Organization of the Company and all
amendments thereto in the office of the Secretary of State of Massachusetts,
all pertinent records of the meetings of the directors and stockholders of
the Company, the Registration Statement and such other documents relating
to the Company as I have deemed material for the purposes of this opinion.
Based upon the foregoing, it is my opinion that the Company has duly
authorized for issuance the shares of Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement and
the filing of this opinion with the Securities and Exchange Commission in
connection with the Registration Statement.
Sincerely,
/S/ C. RUSSEL HANSEN, JR.
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Vice President and General Counsel
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
on Form S-8 pertaining to the 1993 Stock Option Plan, the 1993 Outside
Director Stock Option Plan and the 1997 Employee Stock Purchase Plan for
the registration of 250,000, 50,000 and 150,000 shares of common stock,
respectively, of BGS Systems, Inc. of our report dated March 20, 1997, with
respect to the consolidated financial statements and schedule of BGS Systems,
Inc. included in its Annual Report (Form 10-K) for the year ended January 31,
1997.
/S/ ERNST & YOUNG LLP
Boston, Massachusetts
June 23, 1997
