<PAGE>
As filed with the Securities and Exchange Commission
on October 13, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Sequoia Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 04-2738973
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Nickerson Road
Marlborough, Massachusetts 01752
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1993 Employee Stock Purchase Plan
---------------------------------
(Full title of the plan)
Jeremy F. Swett, Esq.
400 Nickerson Road
Marlborough, Massachusetts 01752
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(508) 480-0800
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Title of Proposed Proposed
securities Amount to maximum maximum Amount of
to be be offering price aggregate registration
registered registered per share offering price fee
- ---------- ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common 500,000 $5.94(1) $2,970,000(1) $1,025.00
Stock, shares
$.40 par
value
</TABLE>
- -------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended, upon the basis of the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on October
10, 1995.
Page 1 of 6 pages.
Exhibit Index begins on page 4.
<PAGE>
Statement of Incorporation by Reference
Pursuant to General Instruction E to Form S-8, this Registration Statement
on Form S-8 (the "Registration Statement") incorporates by reference the
contents of the Registration Statement on Form S-8, filed by Sequoia Systems,
Inc., a Delaware corporation (the "Registrant"), with the Securities and
Exchange Commission on September 18, 1993 (File No. 33-64690) relating to the
Registrant's 1993 Employee Stock Purchase Plan.
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 Town of Marlborough, Commonwealth of Massachusetts, on this
30th day of September, 1995.
SEQUOIA SYSTEMS, INC.
By: /s/Richard B. Goldman
---------------------
Richard B. Goldman
Vice President and Chief
Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Sequoia Systems, Inc., hereby
severally constitute Cornelius P. McMullan, Richard B. Goldman, Jeremy F. Swett
and David A. Westenberg and each of them singly, our true and lawful attorneys
with full power to any of them, and to 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 amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Sequoia Systems, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
- 2 -
<PAGE>
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.
Signature Title Date
- --------- ----- ----
/s/Cornelius P. McMullan President, Chief )September 30, 1995
- ------------------------ Executive Officer )
Cornelius P. McMullan and Director )
(Principal Executive )
Officer) )
)
)
/s/Richard B. Goldman Vice President, )September 30, 1995
- --------------------- Finance and Chief )
Richard B. Goldman Financial Officer )
and (Principal )
Accounting Officer) )
)
)
/s/Dean C. Campbell Director )September 30, 1995
- ------------------- )
Dean C. Campbell )
)
/s/A. Theodore Engkvist Director )September 30, 1995
- ----------------------- )
A. Theodore Engkvist )
)
/s/Francis J. Hughes, Jr. Director )September 30, 1995
- ------------------------- )
Francis J. Hughes, Jr. )
)
Director )September __, 1995
- ---------------- )
Dennis Malloy )
)
/s/John F. Smith Director )September 30, 1995
- ---------------- )
John F. Smith )
)
/s/J. Michael Stewart Director )September 30, 1995
- ---------------------
J. Michael Stewart
-3-
<PAGE>
EXHIBIT INDEX
-------------
Sequential
Exhibit Page No.
- ------- ----------
4.1 Specimen certificate representing the Common
Stock filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No.
33-33024) and incorporated herein by
this reference --
5.1 Opinion of Hale and Dorr 5
23.1 Consent of Hale and Dorr
(included in Exhibit 5.1) --
23.2 Consent of Coopers & Lybrand L.L.P. 6
24.1 Power of Attorney (included in the
signature pages of this Registration --
Statement)
<PAGE>
Exhibit 5.1
-----------
October 13, 1995
SEQUOIA SYSTEMS, INC.
400 Nickerson Road
Marlborough, MA 01752
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 500,000 shares of Common Stock, $.40 par value per share
(the "Shares"), of Sequoia Systems, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1993 Employee Stock Purchase Plan (the
"Purchase Plan").
We have examined the Restated Certificate of Incorporation and Amended and
Restated By-laws of the Company and all amendments thereto, the Registration
Statement and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Purchase Plan and the Shares, when issued
and paid for in accordance with the terms of the Purchase Plan and at a price
per share in excess of the par value per share for such Shares, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
/s/Hale and Dorr
HALE AND DORR
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated July 25, 1995, on our audits of the consolidated
financial statements and financial statement schedule of Sequoia Systems, Inc.
as of June 30, 1995 and 1994 and for each of the three years in the period then
ended.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
October 12, 1995
