Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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)
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NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1993 INCENTIVE STOCK OPTION PLAN
RESTRICTED STOCK PLAN
(Full title of the plans)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Title of each Proposed maximum
class of securities Amount to be offering price per aggregate Amount of
to be registered registered share(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, 292,570 shares $ 3.38 $ 988,887 $ 261.07
.10 Par Value
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<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 September 6, 2000, as reported by the
NASDAQ SmallCap Market.
(2) An additional 400,000 shares of Common Stock were previously registered and are
being carried forward in accordance with Rule 429 under the Securities Act of
1933. A registration fee in the amount of $103.45 was previously paid in
connection with the prior registration of such 400,000 shares of Common Stock.
This registration statement constitutes a combined prospectus as such term is used
in Rule 429 under the Act. The earlier filed registration statement to which this
registration statement relates is Registration No. 333-17033.
</TABLE>
EXHIBIT INDEX IS ON PAGE 10.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted. The information or document(s) containing the information
required by this Item will be sent or given to employees as specified by Rule
428 under the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Omitted. The information or document(s) containing the information
required by this Item will be sent or given employees as specified by Rule 428
under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Network Six, Inc. ("Network Six" or the "Company") hereby incorporates by
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reference into this registration statement the following documents filed by it
with the Securities and Exchange Commission (the "Commission"):
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(a) Annual Report on Form 10-K for the year ended December 31, 1999 (filed
on March 29, 2000);
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
filed on May 1, 2000.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000
filed on August 1, 2000.
(d) Current Reports on Form 8-K filed on February 29, 2000; March 16,
2000; March 30, 2000, April 25, 2000, July 12, 2000, July 20, 2000 and
July 28, 2000.
(e) The description of the Company's Common, $0.10 par value, contained in
the Company's Registration Statement on Form 10 filed with the
Commission on April 21, 1993
All documents subsequently filed by the Company 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 also
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.
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Network Six will provide without charge to any participant in its
Non-Employee Director Stock Option Plan, 1993 Incentive Stock Option Plan, or
Restricted Stock Option Plan copies of any or all the foregoing documents
(excluding the exhibits to such documents) upon oral or written request for
them. Requests should be directed to James J. Ferry, Vice President of Finance
and Administration, Chief Financial Officer, Treasurer and Secretary, Network
Six, Inc., 475 Kilvert Street, Warwick, RI 02886, telephone number (401)
732-9000, facsimile number (401) 732-9009.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 his or her duties as a director. There are four
exceptions. These include: (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 Section 43 of the Rhode
Island Business Corporation Act, as amended; and (iv) liability for any
transaction from which the director derived an improper personal benefit (unless
Section 37.1 of the Rhode Island Business Corporation Act, as amended, permits
the transaction). The Company's Articles of Incorporation further provide that,
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. Finally,
the Company's Articles of Incorporation provide that no repeal or modification
of the foregoing limitations on director liability by the Company shall
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, subject to certain
conditions, 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 incurred by him or her in connection with
such action, suit, or proceeding. The person must, however, have 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, have had no reasonable cause to believe his conduct was unlawful.
The Company's Bylaws further provide that the termination of any action, suit,
or proceeding by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person believed his conduct to be against, or opposed to, the best
interests of the Company, or, with respect to any criminal action or proceeding,
that the person had reasonable cause to believe that his conduct was unlawful.
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The Company's 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. The person
must, however, have acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Company. Also,
no indemnification may be made pursuant to such provision in respect of any
claim, issue, or matter as to which the person was adjudged liable for
negligence or misconduct in the performance of his duty to the Company unless,
and then only to the extent that, a court of equity or the court in which such
action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for the expenses which
such court of equity or other court deems proper.
The Company's Bylaws further provide that, unless ordered by a court,
indemnification shall be made pursuant to the foregoing provisions, whether or
not the action, suit, or proceeding is brought by or in the right of the
Company, only as authorized in the specific case upon determination that
indemnification is proper because the applicable standards of conduct were met.
The determination is to be made by (1) majority vote of a quorum of directors
not party to the action or suit, (2) absent such a quorum or if so directed by
the quorum, by independent legal counsel by written opinion, or (3) by the
stockholders. Directors, officers, employees, and agents are, however, entitled
automatically to indemnification against expenses, including attorneys' fees, if
they are successful, on the merits or otherwise, in defense of the action, suit,
or proceeding.
Finally, the Company's Bylaws permit the Company to pay expenses incurred
by directors, officers, employees, and agents defending themselves as authorized
by the Board of Directors in the specific case. The director, officer,
employee, or agent must furnish an undertaking to repay the amounts advanced for
such purposes unless it is ultimately determined that he is entitled to be
indemnified by the Company. The undertaking need not be secured and ability to
repay need not be demonstrated.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 1993 Incentive Stock Option Plan as Restated on May 12, 2000.
4.2 Non-Employee Director Stock Option Plan as Restated on May 29, 2000.
4.3 Restricted Stock Plan dated June 10, 1998.
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5.1 Opinion of counsel as to the legality of securities being registered.
23.1 Consent of Sansiveri, Kimball & McNamee, L.L.P.
23.2 Consent of Gaebe & Kezirian (included as part of Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
a. Network Six 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;
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) Network Six hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of its 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.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer, or controlling person of
the Company 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 Company 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, at and for its fiscal years ended
December 31, 1997, 1998, and 1999 have been incorporated by reference herein in
reliance upon the report of Sansiveri, Kimball & McNamee, L.L.P., independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
(Continued on next page.)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Warwick, Rhode Island on the 6th day of September,
2000.
Network Six, Inc.
By: /s/ James J. Ferry
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James J. Ferry
Vice President of Finance and Administration,
Chief Financial Officer, Treasurer and
Secretary
(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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Kenneth C. Kirsch Chairman, President, September 6, 2000
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Kenneth C. Kirsch Chief Executive Officer
and Director
(Principal Executive
Officer)
/s/ James J. Ferry Vice President of Finance and Administration, September 6, 2000
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James J. Ferry Chief Financial Officer, Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Donna J. Guido Director September 6, 2000
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Donna J. Guido
/s/ Henry N. Huta Director September 6, 2000
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Henry N. Huta
/s/ Edward J. Braks Director September 6, 2000
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Edward J. Braks
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/s/ Owen S. Crihfield Director September 6, 2000
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Owen S. Crihfield
/s/ Thomas J. Berardino Director September 6, 2000
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Thomas J. Berardino
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
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4.1 1993 Incentive Stock Option Plan as Restated on May 12, 2000.
4.2 Non-Employee Director Stock Option Plan as Restated
on May 29, 2000.
4.3 Restricted Stock Plan dated June 10, 1998.
5.1 Opinion of counsel as to the legality of securities being
registered.
23.1 Consent of Sansiveri, Kimball & McNamee, L.L.P.
23.2 Consent of Gaebe & Kezirian (included as part of Exhibit 5.1).
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