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
incorporation) Number)
ONE FIRST AVENUE, WALTHAM, MASSACHUSETTS 02254-9111
(Address of Principal Executive Office)
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1993 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, 250,000 $27.50 $6,875,000 $2,083.33
$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. 33-64034) relating to the registration of 300,000 shares of
the Registrant s Common Stock, $0.10 par value per share (the Common
Stock ), authorized for issuance under the Registrant s 1993 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 250,000 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 through the exercise
of options.
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.
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Harold S. Schwenk, Jr.
Chairman of the Board,
President and Chief Executive
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 Stock Option Plan(Incorporated by
reference to Exhibit A 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 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.
- ----------------------------------
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
