<PAGE> 1
Registration No.
-----------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NETWORK SIX, INC.
(Exact Name of registrant as specified in its charter)
Rhode Island 05-036-6090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
475 Kilvert Street, Warwick, Rhode Island 02886 (401) 732-9000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Constantine G. Papavizas
Winston & Strawn
1400 L Street, N.W.
Washington, D.C. 20005-3502
(202) 371-5700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1993 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of each class of Amount to Proposed Offering Proposed Maximum Amount of
securities to be registered be registered price per share(1) Aggregate Offering registration fee(1)
Price(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 Par Value 400,000 shares $0.75 $300,000 $103.45
- --------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457 under the Securities Act of 1933, on the basis of
the average of the high and low prices for the Common Stock on November
20, 1996, as reported by the NASDAQ National Market System.
</TABLE>
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference into this registration
statement the following documents filed by the registrant with the Securities
and Exchange Commission:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;
(d) Quarterly Report on Form 10-Q for the quarter ended September 30,
1996; and
(e) The description of the registrant's Common Stock; $.10 par value,
which description is contained in the registrant's Registration
Statement on Form 10 filed on April 21, 1993.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of the director's duty as a director, except for (i)
liability for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) liability for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) liability
imposed pursuant to the Rhode Island Business Corporation Act, as amended, or
(iv) liability for any transaction from which the director derived an improper
personal benefit (unless said transaction is permitted by the Rhode Island
Business Corporation Act, as amended). If the Rhode Island Business Corporation
Act is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Company
shall be eliminated or limited to the fullest extent permitted by the Rhode
Island Business Corporation Act. Any repeal or modification of this provision by
the Company does not adversely affect any right or protection of a director of
the Company existing at the time of such repeal or modification.
The Company's Bylaws provide that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that he is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
<PAGE> 4
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incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself create a presumption that the person believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
The Bylaws also provide that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
Company and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that a court of equity or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for the
expenses which such court of equity or other court shall deem proper.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 1993 Incentive Stock Option Plan.
4.2 Non-Employee Director Stock Option Plan.
5.1 Opinion of counsel as to the legality of securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Winston & Strawn (included as part of Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment of this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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; and
(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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against
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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 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 of 1933 and will be governed by the
final adjudication of such issue.
EXPERTS
The financial statements of Network Six, Inc. as of December 31, 1995 and
1994, and for each of the years in the three-year period ended December 31,
1995, have been incorporated by reference herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1995
financial statements contains an explanatory paragraph that states that the
Company's recurring losses on a significant contract raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
that uncertainty.
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
<PAGE> 8
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duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Warwick, Rhode Island on
the 25th day of November, 1996.
Network Six, Inc.
By: /s/ Dorothy M. Cipolla
----------------------
Dorothy M. Cipolla
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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 date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Kenneth C. Kirsch Chairman, Chief Executive November 25, 1996
- ---------------------- Officer and Director
Kenneth C. Kirsch (Principal Executive
Officer)
/s/ Dorothy M. Cipolla Chief Financial Officer November 25, 1996
- ---------------------- (Principal Financial and
Dorothy M. Cipolla Accounting Officer)
/s/ Nicholas R. Supron Director November 25, 1996
- ----------------------
Nicholas R. Supron
- -------------------------------------------------------------------------------
<PAGE> 9
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/s/ Dana H. Gaebe Director November 25, 1996
- ----------------------
Dana H. Gaebe
<PAGE> 10
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------ ----------------------- -------------
4.1 1993 Incentive Stock Option Plan.
4.2 Non-Employee Director Stock Option Plan.
5.1 Opinion of counsel as to the legality of securities being
registered.
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Winston & Strawn (included as part of Exhibit
5.1).
<PAGE> 1
NETWORK SOLUTIONS, INC.
1993 INCENTIVE STOCK OPTION PLAN
1. GRANT OF OPTIONS. Network Solutions, Inc., a Rhode Island
corporation, is hereby authorized by majority vote of its shareholders to issue
stock options from time to time on the corporation's behalf to any one or more
persons who at the date of such grant are full-time employees of the
corporation. Any option granted under this Plan shall be granted within ten (10)
years from the date hereof.
2. AMOUNT OF STOCK. The aggregate amount of stock which may be purchased
pursuant to options granted under this Plan shall be One Hundred Thousand
(100,000) shares of the corporation's voting common stock, having ten cent
($.10) par value. Said Aggregate Amount of stock may be adjusted pro rata by the
Board of Directors in the event of a split of the corporation's common stock.
3. LIMITATION. The amount of aggregate fair market value of the stock
(determined at the time of the grant of the option) for which any single
employee may be granted options hereunder in any calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000.00).
4. EXERCISE. Any option granted pursuant to this Plan shall contain
provisions, established by the corporation, setting forth the manner of exercise
of such option. In no event, however, shall any option granted to a person then
owning more than ten percent (10%) of the voting power of all classes of the
corporation's stock be exercisable by its terms after the expiration of five (5)
years from the date of the grant
<PAGE> 2
thereof, nor shall any other option granted hereunder be exercisable by its
terms after the expiration of ten (10) years from the date of the grant thereof.
5. NONTRANSFERABILITY. The terms of any option granted under this Plan
shall include a provision making such option nontransferable by the optionee,
except upon death by will or the laws of descent and distribution, and
exercisable during the optionee's lifetime only by the optionee.
6. PURCHASE PRICE. The purchase price for a share of the stock subject
to any option granted hereunder shall be not less than the fair market value of
the stock on the date of grant of the option, said fair market value to be
determined in good faith at the time of grant of such option by decision of the
corporation; provided, however, that in the case of an option granted to any
person then owning more than ten percent (10%) of the voting power of all
classes of the corporation's stock, the purchase price per share of the stock
subject to option shall be not less than one hundred ten percent (110%) of the
fair market value of the stock on the date of grant of the option, determined in
good faith as aforesaid.
7. STOCKHOLDER APPROVAL; EFFECTIVE DATE. At the next regular meeting of
the stockholders of the corporation, which has been scheduled and will occur
within the period of twelve (12) months beginning April 7, 1993, being the date
of adoption of this Plan by the corporation's Board of Directors, this Plan will
be presented for consideration and approval by the stockholders. The effective
date of this Plan is April 7, 1993.
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<PAGE> 3
8. STOCK RESERVE. The corporation shall at all times during the term of
this Plan reserve and keep available such number of shares of its ten cent
($.10) par value voting stock as will be sufficient to satisfy the requirements
of this Plan, and shall pay all fees and expenses necessarily incurred by the
corporation in connection with the exercise of options granted hereunder.
9. OTHER TERMS. Any option granted hereunder may contain such other and
additional terms, not inconsistent with the terms of this Plan, which are deemed
necessary or desirable by the Board of Directors, or by legal counsel to the
corporation, and such other terms may include those which, together with the
terms of this Plan, shall constitute such option as an "Incentive Stock Option"
within the meaning of Section 422A of the Internal Revenue Code (as may be
amended from time to time), and its regulations as from time to time
promulgated.
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<PAGE> 4
FIRST AMENDMENT TO
------------------
NETWORK SOLUTIONS, INC.
-----------------------
1993 INCENTIVE STOCK OPTION PLAN
--------------------------------
WHEREAS, NETWORK SOLUTIONS, INC. of Warwick, Rhode Island (hereinafter
called "the Company") established the 1993 Incentive Stock Option Plan on April
7, 1993; and
WHEREAS, the Company desires to amend said plan to increase the
aggregate amount of stock available for options under the plan;
NOW, THEREFORE, Paragraph 2 of the Incentive Stock Option Plan is hereby
amended in its entirety as follows:
2. Amount of Stock. The aggregate amount of stock which may be
purchased pursuant to options granted under this Plan shall be Two
Hundred Thousand (200,000) shares of the corporation's voting common
stock, having ten cent ($.10) par value. Said aggregate amount of stock
may be adjusted pro rata by the Board of Directors in the event of a
split of the corporation's common stock.
The above amendment was approved by the Company's Board of Directors on
March 23, 1994 and was further approved by the Company's stockholders on May 18,
1994.
NETWORK SOLUTIONS, INC.
By: /s/ Dana Gaebe
-----------------------------
Secretary
<PAGE> 1
NETWORK SIX, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
This Network Six, Inc. Non-Employee Director Stock Option Plan (the
"Plan") is adopted by Network Six, Inc. (the "Company") for the purpose of
advancing the interests of the Company by providing incentives for the continued
services of the Company's non-employee directors and by attracting able
individuals to directorships with the Company.
1. DEFINITIONS. For purposes of this Plan, the following terms shall
have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Common shares" means the Company's common stock, $.10 par value per
share.
"Company" means Network Six, Inc., a Rhode Island corporation.
"Effective Date" means March 15, 1995.
"Grant Date" means the effective date of a grant of options pursuant to
Paragraph 4(a) and 4(b) hereof.
"Market Value" means the closing price of the Common Shares as reported
by NASDAQ.
"Participant" means a director who has met the requirements of
eligibility and participation described in Paragraph 3 hereof.
2. ADMINISTRATION. The Plan shall be administered by the Board. Subject
to the provisions of the Plan, the Board shall have the authority to interpret
the provisions and supervise the administration of the Plan. All decisions made
by the Board under the provisions of the Plan shall be made by the affirmative
vote of a majority of the directors then in office. The following provisions
shall apply to the administration of the Plan by the Board:
(a) The Board shall have full authority subject to the express
provisions of the Plan to interpret the Plan, to provide, modify and
rescind rules and regulations relating to it, to determine the terms and
provisions of each option and the form of any option agreement evidencing
an option granted under the Plan and to make all other determinations and
perform such actions as the Board deems necessary or advisable to
administer the Plan.
<PAGE> 2
(b) The Board shall not be held liable for any action taken or
determination made in good faith with respect to the Plan or any option
granted hereunder.
3. Eligibility and Participation.
-----------------------------
(a) A non-employee director of the Company shall automatically
become a Participant in the Plan as of the later of (i) the Effective Date, or
(ii) the date of initial election to the Board. A director who is a regular
employee of the Company is not eligible to participate in the Plan.
(b) A Participant shall cease participation in the Plan as of the
date of the Participant (i) fails to be re-elected to the Board, (ii) resigns or
otherwise vacates his position on the Board, or (iii) becomes a regular employee
of the Company.
4. Grant of Options.
----------------
(a) Each person who is a participant on the Effective Date shall be
automatically and without the exercise of discretion by any person awarded a
non-qualified option to purchase 5,000 Common Shares effective as of the
Effective Date, at a price equal to the Market Value of Common Shares on that
date. Any person who becomes a Participant after the Effective Date shall be
awarded a non-qualified option to purchase 5,000 Common Shares effective as of
the date on which such Participant is first elected to the Board, at a price
equal to the Market Value of Common Shares on that date.
(b) Beginning with January 15, 1996, each Participant shall,
automatically and without the exercise of discretion by any person, be awarded
as of January 15 of each year that the Plan is in effect a non-qualified option
to purchase 5,000 Common Shares at a price equal to the Market Value of Common
Shares on that date.
(c) Notwithstanding Sections (a) and (b) above, no Participant shall
be awarded options for more than 15,000 Common Shares in total under the Plan.
(d) All options awarded under the Plan shall have a term of 10 years.
(e) Options awarded under the Plan shall not qualify as incentive
stock options within the meaning of Section 422 of the Internal Revenue Code.
5. METHOD OF EXERCISE. An option granted under the Plan may be
exercised, in whole or in part, by submitting a written notice to the Board,
signed by the Participant or such other person who may be entitled to exercise
such option, and specifying the number of Common Shares as to which the option
is being exercised. Such notice shall be
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<PAGE> 3
accompanied by the payment of the full option price for such Common Shares, or
shall fix a date (not more than ten business days from the date of such notice)
for the payment of the full option price of the Common Shares being purchased.
Payment shall be made in the form of cash, Common Shares (to the extent
permitted by law), or both. A certificate or certificates for the Common Shares
purchased shall be issued by the Company after the exercise of the option and
full payment therefor. Upon exercise of an option, the optionee will be required
to pay to the Company the amount of any federal, state or local taxes required
by law to be withheld in connection with such exercise.
6. TERMINATION OF DIRECTORSHIP. If a Participant fails to be re-elected
to the Board, resigns or otherwise ceases to be a director of the Company for
reasons other than death or disability (within the meaning of Section 22(e)(3)
of the Internal Revenue Code), all options granted under this Plan to such
Participant which have not been exercised on such date shall terminate if not
exercised before thirty (30) days following such termination, or at such earlier
time as may be applicable under Paragraph 4(c) above. If the Participant dies or
becomes disabled within the thirty (30) day period described above, such
remaining options may be exercised by the Participant or the Participant's
personal representative at any time before the expiration of twelve (12) months
following the date of death or commencement of disability.
If a Participant ceases to be a director of the Company by reason of
death or disability (within the mean of Section 22(e)(3) of the Internal Revenue
Code), all options granted under this Plan to such Participant which have not
been exercised on such date may be exercised at any time before the expiration
of twelve (12) months following the date of death or commencement of disability,
or such earlier time as may be applicable under Paragraph 4(c) above.
7. NON-TRANSFERABILITY. Each option and all rights thereunder shall be
exercisable during the Participant's lifetime only by him and shall be
non-assignable and non-transferable by the Participant except, in the event of
the Participant's death, by will or by the laws of descent and distribution. In
the event the death of a Participant occurs, the representative or
representatives of the Participant's estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise the Participant's
options in whole or in part may exercise the option prior to the expiration of
the applicable exercise period, as specified in Paragraph 6 above.
8. NO RIGHTS AS STOCKHOLDER. A Participant shall have no rights as a
stockholder with respect to any Common Shares subject to the option prior to the
date of issuance of a certificate or certificates for such Common Shares.
9. COMPLIANCE WITH SECURITIES LAWS. Options granted and Common Shares
issued by the Company upon exercise of options shall be granted and issued only
in full
-3-
<PAGE> 4
compliance with all applicable securities laws, including laws, rules and
regulations of the Securities and Exchange Commission and applicable state Blue
Sky Laws. With respect thereto, the Board may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.
10. Shares Subject to the Plan.
--------------------------
(a) The Common Shares to be issued and delivered by the Company
upon the exercise of options under the Plan may be either authorized but
unissued shares or treasury shares of the Company.
(b) The aggregate number of Common Shares of the Company which may
be issued under the Plan shall not exceed 100,000 shares; subject, however, to
the adjustment provided in Paragraph 11 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the effective date of
this Plan.
(c) Common Shares covered by an option which is no longer
exercisable with respect to such shares shall again be available for issuance
under this Plan.
11. SHARE ADJUSTMENTS. In the event there is any change in the Company's
Common Shares resulting from stock splits, stock dividends, combinations or
exchanges of shares, or other similar capital adjustments, equitable
proportionate adjustments shall automatically be made without further action by
the Board in (i) the number of Common Shares available for award under this
Plan, (ii) the number of Common Shares subject to options granted under this
Plan, and (iii) the option price of options granted under this Plan.
12. AMENDMENT OR TERMINATION. The Board may terminate this Plan at any
time, and may amend the Plan at any time or from time to time; provided,
however, that the Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder; and further provided
that any amendment that would increase the aggregate number of Common Shares
that may be issued under the Plan, materially increase the benefits accruing to
Participants under the Plan, or materially modify the requirements as to
eligibility for participation in the Plan shall be subject to the approval of
the company stockholders to the extent required by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, or any other governing rules or
regulations except that such increase or modification that may result from
adjustments authorized by Paragraph 11 does not require such approval. If the
Plan is terminated, any unexercised option shall continue to be exercisable in
accordance with its terms.
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<PAGE> 5
13. COMPANY RESPONSIBILITY. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company.
14. STOCKHOLDER APPROVAL. This Plan must be approved by the Company's
stockholders within twelve (12) months of the Effective Date and if not so
approved, this Plan and all options granted hereunder shall be void from their
inception.
15. IMPLIED CONSENT. Every Participant, by acceptance of an award under
this Plan, shall be deemed to have consent to be bound, on his or her own behalf
and on behalf of his or her heirs, assigns, and legal representatives, by all of
the terms and conditions of this Plan.
16. RHODE ISLAND LAW TO GOVERN. This Plan shall be construed and
administered in accordance with and governed by the laws of the State of Rhode
Island.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer as of the 15th day of March, 1995.
NETWORK SIX, INC.
By: /s/ Richard F. Hawkins
-------------------------------
Title: President
----------------------------
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<PAGE> 6
FIRST AMENDMENT TO THE NETWORK SIX, INC.
----------------------------------------
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
---------------------------------------
Pursuant to the resolution of the Board of Directors dated May 25, 1995,
the Network Six, Inc. Non-Employee Director Stock Option Plan is hereby amended
with respect to Paragraph 7 thereof to allow the assignment to Saugatuck
Associates II, Inc. of any and all options and rights thereunder which may be
granted to Owen Stevenson Chrihfield under the Plan.
IN WITNESS WHEREOF, this Amendment has been signed by the Company's
president as of the 25th day of May, 1995.
NETWORK SIX, INC.
By: /s/ Richard F. Hawkins
-------------------------------
Title: President
----------------------------
<PAGE> 1
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[Winston & Strawn Letterhead]
November 25, 1996
Network Six, Inc.
475 Kilvert Street
Warwick, RI 02886
Re: Registration Statement on Form S-8 of Network Six, Inc.
(the "Registration Statement")
-------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Network Six, Inc., a Rhode Island
corporation (the "Company"), in connection with the registration on Form S-8 of
the offer and sale of up to 400,000 shares (the "Shares") of the Company's
Common Stock, par value $.10 per share, issuable upon exercise of certain stock
options or other awards (collectively, the "Options") that may be issued
pursuant to the Non-Employee director Stock Option Plan and the 1993 Incentive
Stock Option Plan (collectively, the "Plans").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction of
(i) the Registration Statement, as filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Articles of Incorporation
of the Company, as currently in effect; (iii) the By-Laws of
<PAGE> 2
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the Company, as currently in effect; and (iv) resolutions of the Board of
Directors of the Company relating to, among other things, the issuance of the
Shares and the filing of the Registration Statement. We have also examined such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of such
latter documents. We have also assumed that the company's Board of Directors, or
a duly authorized committee thereof, will have approved the issuance of each
Option prior to the issuance thereof. As to any facts material to this opinion
which we did not independently establish or verify, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.
Based upon and subject to the foregoing, we are of the opinion that all
Shares issued pursuant to the plans will be, upon payment of the specified
exercise price therefor (if applicable), legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving such consent, we do not concede
that we are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Winston & Strawn
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and
Shareholders of Network Six, Inc.:
We consent to the incorporation by reference herein of our report dated
April 10, 1996, which report appears in the December 31, 1995 Form 10K of
Network Six, Inc., and to reference to our firm under the heading "Experts" in
the aforementioned Form S-8.
Our report dated April 10, 1996 contains an explanatory paragraph that states
that the Company's recurring losses on a significant contract raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
the uncertainty.
/s/ KPMG Peat Marwick LLP
Providence, Rhode Island
November 20, 1996
