As filed with the Securities and Exchange Commission on ___________, 2000
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERAMARK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
16-1192368
(IRS Employer Identification No.)
3750 Monroe Avenue
Pittsford, New York 14534
(Address, including zip code, of principal executive offices)
1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Robert L. Boxer, Esq. with a copy to:
Vice President, Secretary and Corporate Counsel Catherine A. King, Esq.
Veramark Technologies, Inc. Harris Beach & Wilcox, LLP
3750 Monroe Avenue 130 East Main Street
Pittsford, New York 14534 Rochester, New York 14604
(716) 381-6000 (716) 232-4440
(Name, address, and telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities TO Amount to be Offering Price Per Aggregate Amount of Registration
BE REGISTERED REGISTERED(1) SHARE OFFERING PRICE(2) FEE(2)
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $3,188 $6,376,000 $1,684.00
</TABLE>
(1) The Registration Statement also includes an indeterminate number of
additional shares that may become issuable as a result of terminated, expired
or surrendered options to purchase Common Stock, or pursuant to the
antidilution provisions of the Plan.
(2) In accordance with Rule 457, calculated on the basis of the closing sale
price of the Common Stock on the Nasdaq National Market System on October 2,
2000.
<PAGE>
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed pursuant to General Instruction
E to Form S-8 for the purpose of registering additional shares of Veramark
Technologies, Inc. Common Stock covered by the Registrant's 1998 Long-Term
Incentive Plan. The contents of the Registration Statement on Form S-8 of the
Registrant, formerly known as Moscom Corporation (SEC File No. 333-55663),
filed with the Securities and Exchange Commission on June 1, 1998, are hereby
incorporated by reference.
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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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Pittsford, New York, on this 4{TH} day of
OCTOBER, 2000.
VERAMARK TECHNOLOGIES, INC.
By: __________________________________
David G. Mazzella
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints David G. Mazzella his true and lawful attorney-
in-fact and agent with full power of substitution, for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed below by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
______________________________ Chairman of the Board, October 4, 2000
David G. Mazzella Director
______________________________ Director October 4, 2000
John E. Gould
______________________________ Director October 4, 2000
William J. Reilly
______________________________ Director October 4, 2000
Robert W. Stubbs
______________________________ Director October 4, 2000
James R. Scielzo
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EXHIBIT INDEX
*4.1 1998 Long-Term Incentive Plan (incorporated by reference from
Registrant's proxy material filed on February 27, 1998).
5. Opinion and consent of Harris Beach & Wilcox, LLP.
23.1 Consent of Arthur Andersen, LLP.
23.3 Consent of Harris Beach & Wilcox, LLP (included in Exhibit 5).
24 Power of Attorney, included at pages II-1 and II-2.
* Previously filed as an Exhibit to this Registration Statement on
June 1, 1998.
<PAGE>
EXHIBIT 5
OPINION OF COUNSEL
[LETTERHEAD OF HARRIS BEACH & WILCOX, LLP]
October 4, 2000
Veramark Technologies, Inc.
3750 Monroe Avenue
Pittsford, New York 14534
Ladies and Gentlemen:
We have acted as counsel to Veramark Technologies, Inc., a Delaware
corporation formerly known as Moscom Corporation (the "Company"), in connection
with the filing of the Company's registration statement on Form S-8 with the
Securities and Exchange Commission on or about October 4, 2000 (the
"Registration Statement"), under the Securities Act of 1933, as amended. The
Registration Statement is being filed in connection with the offering by the
Company of up to 2,000,000 additional shares of Common Stock (the "Shares")
pursuant to the Company's 1998 Long-Term Incentive Plan (the "Plan"). The
Registration Statement incorporates by reference the contents of the
registration statement on Form S-8 of the Company (SEC File No. 333-55663),
filed with the Securities and Exchange Commission on June 1, 1998.
We are familiar with the proceedings to date with respect to such offering
and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for
purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which
this opinion is rendered, the authority of such persons signing on behalf of
the parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
We are of the opinion that, when the Shares shall have been issued and
sold on the terms contemplated by the Plan, and the Registration Statement
shall have become effective, the Shares will be legally issued, fully paid and
non-assessable.
This opinion shall be limited to the General Corporation Law of the State
of Delaware and the federal securities laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Harris Beach & Wilcox, LLP
HARRIS BEACH & WILCOX, LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 4,
2000 included in Veramark Technologies, Inc.'s form 10-K for the year ended
December 31, 1999 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Rochester, New York
October 17, 2000
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