As filed with the Securities and Exchange Commission on April , 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOUNDLESS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 13-3469637
(State or other jurisdiction of incor- (I.R.S. Employer
poration or organization) Identification No.)
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100 Marcus Blvd.
Hauppauge, New York 11788
(516) 342-7400
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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1997 Incentive Plan
(Full Title of Plan)
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J. Gerald Combs
Chairman and Chief Executive Officer
Boundless Corporation
100 Marcus Blvd.
Hauppauge, New York 11788
(516) 342-7400
(name and address, including zip code and telephone number,
including area code of agent for service)
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Copies to:
Joseph L. Cannella, Esq.
Fischbein Badillo Wagner Harding
909 Third Avenue
New York, New York 10022
(212) 826-2000
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Title of Each Offering Aggregate
Class of Securities Amount to be Price Per Offering Amount of
To be Registered Registered Share Price Registration Fee
<S> <C> <C> <C> <C>
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Common Stock, $.01
par value.................. 1,000,000 (1) $ 4.49 (2) $4,490,00 (2) $1,249
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</TABLE>
(1) The number of shares of Common Stock of the Registrant which may be
issued under its 1997 Incentive Plan after giving effect to a one-for-ten
reverse stock split which became effective on March 26, 1998.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h) under the Securities Act of
1933. The registration fee for the 1,000,000 shares of Common Stock which may be
issued pursuant to the 1997 Incentive Plan is based upon the average of the high
and low sales prices for the Common Stock, $4.49, on April 15, 1999, as
prescribed by Rule 457(c).
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<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Boundless
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
(2) Information Statement on Schedule 14C, dated and filed with
the Commission on March 6, 1998.
(3) The description of the Common Stock contained in the
Registrant's Registration Statement (No. 0-17977) on Form 8-A
filed with the Commission on September 19, 1989 pursuant to
Section 12 of the Securities Exchange Act of 1934, and any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this Registration Statement and 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 into this Registration Statement and to be a part
hereof from the respective dates of filing such documents.
The Registrant will provide without charge to any participant in the
Registrant's 1997 Incentive Plan, upon the oral or written request of such
person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Requests should be directed
to Joseph Gardner, Chief Financial Officer, Boundless Corporation, 100 Marcus
Blvd., Hauppauge, New York 11788, telephone number: 516-342-7400.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
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<PAGE>
The Registrant's Certificate of Incorporation eliminates, in certain
circumstances, the liability of directors of the Registrant for monetary damages
for breach of their fiduciary duties as directors unless the breach involves:
(i) a director's duty of loyalty to the Registrant or its stockholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) liability for unlawful payments of dividends or
unlawful stock purchase or redemption by the Registrant; or (iv) a transaction
from which a director derived an improper personal benefit. Additionally, the
Registrant's Certificate of Incorporation provides that the Registrant will
indemnify its officers and directors to the fullest extent authorized by
Delaware law, which indemnification shall not be deemed exclusive of any other
rights to which any indemnified person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant maintains policies insuring the Company's directors and
officers against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Nos. Description of Exhibit
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(1) 4 Boundless Corporation 1997 Incentive Plan
* 5 Opinion of Fischbein Badillo Wagner Harding
* 23.1 Consent of BDO Seidman, LLP
* 23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit 5)
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* Filed herewith.
(1) Incorporated herein by reference to Registrant's Information
Statement to its stockholders, dated March 6, 1998.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
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<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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.
2. The 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against 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 hereunder, 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 Act and
will be governed by the final adjudication of such issue.
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<PAGE>
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 Hauppauge, State of New York, on the 20th day of
April, 1999.
BOUNDLESS CORPORATION
By: /s/
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J. Gerald Combs, Chief Executive 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
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/s/ Chairman of the Board of April 20, 1999
- ---------------------------- Directors and Chief Executive
J. Gerald Combs Officer
/s/ Vice President - Finance and April 20, 1999
- ---------------------------- Chief Financial Officer
Joseph Gardner (Principal Financial and
Accounting Officer)
/s/ Vice President and Director April 20, 1999
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Jeffrey K. Moore
/s/ Director April 20, 1999
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Stephen Maysonave
/s/ Director April 20, 1999
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Daniel Matheson
/s/ Director April 20, 1999
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Gary Wood
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4* Boundless Corporation
1997 Incentive Plan
5 Opinion of Fischbein Badillo Wagner Harding
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit 5)
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*Incorporated herein by reference to Registrant's Information Statement to its
stockholders, dated March 6, 1998.
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EXHIBIT 5
April 20, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Boundless Corporation Registration Statement
on Form S-8; 1997 Incentive Plan
Dear Sirs:
As counsel to Boundless Corporation, a Delaware corporation (the
"Company"), we have been requested to render this opinion for filing as Exhibit
5 to the Company's Registration Statement on Form S-8 (the "Registration
Statement"). Each term used herein that is defined in the Registration Statement
and not otherwise defined herein, shall have the meaning specified in the
Registration Statement.
The Registration Statement covers 1,000,000 shares of the Registrant's
Common Stock, par value $.01 per share ("Common Stock"), which are issuable
under the Company's 1997 Incentive Plan (the "1997 Plan"), including upon the
exercise of options ("Options") granted pursuant to the 1997 Plan.
We have examined the originals or photocopies or certified copies of
such records of the Company, certificates of officers of the Company and other
documents as we have deemed necessary or appropriate for the purpose of this
opinion. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, and such other
investigations as we have deemed necessary, we are of the opinion that the
shares of Common Stock which are issuable under the 1997 Plan, including upon
the exercise of Options, will be, when issued and earned or paid for in the
manner contemplated under the 1997 Plan, legally and validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/
Fischbein Badillo Wagner Harding
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Boundless Corporation
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999 (except for Note 17
as to which the date is April 14, 1999) on our audits of the consolidated
financial statements and schedules of Boundless Corporation and Subsidiaries
which report is included in Boundless Corporation's Annual Report on Form 10-K
for the year ended December 31, 1998.
/s/
BDO Seidman, LLP
Melville, New York
April 20, 1999
