<PAGE>
As filed with the Securities and Exchange Commission on August 22, 1996
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
ALPHA-BETA TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2997834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Biotech Park
One Innovation Drive
Worcester, MA 01605
(Address of principal executive offices)
ALPHA-BETA TECHNOLOGY, INC.
1988 STOCK OPTION AND GRANT PLAN
(Full title of the Plan)
-------------------------------
SPIROS JAMAS
President and Chief Executive Officer
ALPHA-BETA TECHNOLOGY, INC.
Three Biotech Park
One Innovation Drive
Worcester, MA 01605
(Name and address of agent for service)
(508) 798-6900
(Telephone number, including area code, of agent for service)
----------------------------
Copies to:
JOHN J. EGAN III, ESQ.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
____________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to be Amount to be Price Per Offering Registration
Registered Registered (1) Share (2) Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 500,000 $8.0625 $4,031,250 $1,391
================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
option plan in the event of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of determining
the amount of the registration fee and is based solely upon the market
value of outstanding shares of the Company's common stock on
August 16, 1996, utilizing the average of the high and low sale
prices reported on the Nasdaq National Market on that date.
<PAGE>
Explanatory Note
This Registration Statement on Form S-8 relates to shares of the Common
Stock, par value $.01 per share (the "Common Stock"), of Alpha-Beta Technology,
Inc. (the "Company") which may be issued under the Company's 1988 Stock Option
and Grant Plan, as amended (the "Plan"). The Company hereby incorporates by
reference the registration statement on Form S-8, File No. 33-56060, filed with
the Securities and Exchange Commission on December 22, 1992, covering 748,000
shares of Common Stock which may be issued pursuant to the Plan, the Company's
registration statement on Form S-8, File No. 33-83042, filed with the Securities
and Exchange Commission on August 17, 1994, covering 530,000 additional shares
of Common Stock which may be issued pursuant to the Plan, and the Company's
registration statement on Form S-8, File No. 33-95334, filed with the Securities
and Exchange Commission on August 1, 1995, covering 500,000 shares of Common
Stock which may be issued pursuant to the Plan. This Registration Statement
covers up to 500,000 additional shares of Common Stock which may be issued
pursuant to the Plan.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
- -------
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Power of Attorney (included in signature page of this registration
statement).
99.1 Alpha-Beta Technology, Inc. 1988 Stock Option and Grant Plan, as
amended.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Worcester, Commonwealth of Massachusetts, on August
22, 1996.
ALPHA-BETA TECHNOLOGY, INC.
By: /s/ Spiros Jamas
-------------------------------------
Spiros Jamas,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints Spiros
Jamas, D. Davidson Easson, Jr. and Augustine Lawlor, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents 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 attorneys-in-fact and
agents or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ Spiros Jamas President, Chief Executive August 22, 1996
- ---------------- Officer and Director
Spiros Jamas (Principal Executive Officer)
/s/ D. Davidson Easson, Jr. Executive Vice President, August 22, 1996
- --------------------------- Treasurer, Chief Operating
D. Davidson Easson, Jr. Officer and Director
/s/ Augustine Lawlor Vice President, Finance and August 22, 1996
- -------------------- Chief Financial Officer
Augustine Lawlor (Principal Financial and
Accounting Officer)
/s/ Gustav A. Christensen Chairman of the Board August 22, 1996
- ------------------------- of Directors
Gustav A. Christensen
/s/ Bernard Canavan Director August 22, 1996
- -------------------
Bernard Canavan
/s/ Lawrence C. Hoff Director August 22, 1996
- --------------------
Lawrence C. Hoff
/s/ Michael E. Porter Director August 22, 1996
- ---------------------
Michael E. Porter
/s/ Peter H. Levine, M.D. Director August 22, 1996
- -------------------------
Peter H. Levine, M.D.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
5.1 Opinion of Goodwin, Procter & Hoar LLP as
to the legality of the securities being registered
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants
24.1 Power of Attorney (included in signature page of this
registration statement)
99.1 Alpha-Beta Technology, Inc. 1988 Stock Option and Grant
Plan, as amended
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
August 22, 1996
Alpha-Beta Technology, Inc.
Three Biotech Park
One Innovation Drive
Worcester, Massachusetts 01605
Re: The Alpha-Beta Technology, Inc. 1988 Stock Option and Grant Plan
----------------------------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 500,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Alpha-Beta Technology, Inc. (the "Company") which may be issued pursuant to the
Company's 1988 Stock Option and Grant Plan, as amended (the "Plan").
We have acted as counsel to the Company in connection with the registration
of the Shares under the Act. We have examined the Amended and Restated Articles
of Organization and the By-laws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as we deemed material; the
Registration Statement on Form S-8 under the Act relating to the Shares, to be
filed with the Securities and Exchange Commission on the date hereof (the
"Registration Statement"); and such other certificates, receipts, records and
documents as we considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and non-
assessable.
<PAGE>
GOODWIN, PROCTER & HOAR LLP
Alpha-Beta Technology, Inc.
August 22, 1996
Page 2
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the above-
referenced Registration Statement and to the use of our name therein.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 20, 1996
<PAGE>
EXHIBIT 99.1
ALPHA-BETA TECHNOLOGY, INC.
1988 Stock Option and Grant Plan
--------------------------------
March 3, 1988 and
as amended through
April 3, 1996
1. PURPOSE
This Stock Option and Grant Plan (the "Plan") is intended as a performance
incentive for directors, officers, employees, consultants and other key persons
of Alpha-Beta Technology, Inc. (the "Company") or its Subsidiaries (as
hereinafter defined) to enable the persons to whom options are granted (the
"Optionees") or to whom shares of common stock are granted (the "Grantees") to
acquire or increase a proprietary interest in the success of the Company. The
Company intends that this purpose will be effected by the granting of "incentive
stock options" ("Incentive Options") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"), nonqualified
stock options ("Nonqualified Options"), and outright grants of common stock
under the Plan. The term "Subsidiaries" includes any corporations in which stock
possessing fifty percent or more of the total combined voting power of all
classes of stock is owned directly or indirectly by the Company.
2. OPTIONS AND STOCK TO BE GRANTED AND ADMINISTRATION
(a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options.
(b) The Plan shall be administered by a committee (the "Option Committee")
of not less than two directors appointed by the Board of Directors of the
Company. Each member of
<PAGE>
the Option Committee shall be a "disinterested person" as that term is defined
and interpreted pursuant to Rule 16b-3 or any successor rule thereto promulgated
under the Securities Exchange Act of 1934, as amended. Action by the Option
Committee shall require the affirmative vote of a majority of all its members.
(c) Subject to the terms and conditions of the Plan, the Option Committee
shall have the power:
(i) To determine from time to time the options or stock to be
granted to eligible persons under the Plan, to prescribe the terms and
provisions (which need not be identical) of options, or stock, granted
under the Plan to such persons, and to approve the grant of options or
stock, as the case may be;
(ii) To construe and interpret the Plan and grants thereunder and to
establish, amend, and revoke rules and regulations for administration of
the Plan. In this connection, the Option Committee may correct any defect
or supply any omission, or reconcile any inconsistency in the Plan, in any
option agreement, or in any related agreements, in the manner and to the
extent it shall deem necessary or expedient to make the Plan fully
effective. All decisions and determinations by the Option Committee in the
exercise of this power shall be final and binding upon the Company,
Optionees and Grantees; and
(iii) Generally, to exercise such powers and to perform such acts as
are deemed necessary or expedient to promote the best interests of the
Company with respect to the Plan.
2
<PAGE>
3. STOCK
(a) The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued common
stock, par value $0.01 per share (the "Common Stock"). The total number of
shares that may be issued under the Plan (whether pursuant to outright grants or
options) shall not exceed an aggregate of 2,300,000 shares of Common Stock. Such
number shall be subject to adjustment as provided in Section 7 hereof.
(b) Whenever any outstanding option under the Plan expires, is cancelled
or is otherwise terminated (other than by exercise), the shares of Common Stock
allocable to the unexercised portion of such option may again be the subject of
options under the Plan.
4. ELIGIBILITY
(a) Incentive Options may be granted only to officers and other full-time
employees of the Company or its Subsidiaries, including members of the Board of
Directors who are also employees of the Company or its Subsidiaries.
Nonqualified Options may be granted to (i) officers or other full-time employees
of the Company or its Subsidiaries and (ii) members of the Board of Directors
(including directors who are not employees of the Company or its Subsidiaries,
but only to the extent provided in Sections 4(d) and 4(e) hereof) and
consultants and other key persons who provide services to the Company or its
Subsidiaries (regardless of whether they are also employees). Grants of Common
Stock may be made to any officers, directors (including directors who are not
employees of the Company or its Subsidiaries, but only to the extent provided in
Section 4(d) hereof), full- or part-time employees, consultants or other key
persons of the Company.
3
<PAGE>
(b) No person shall be eligible to receive any Incentive Option under the
Plan, if at the date of grant such person beneficially owns stock representing
in excess of ten percent of the voting power of all outstanding capital stock of
the Company, unless notwithstanding anything in this Plan to the contrary (i)
the purchase price for stock subject to such option is at least 110% of the fair
market value of such stock at the time of the grant and (ii) the option by its
terms is not exercisable more than 5 years from the date of grant thereof.
(c) Notwithstanding any other provision of the Plan, the aggregate fair
market value (determined as of the time the option is granted) of the stock with
respect to which incentive stock options are exercisable for the first time by
any individual during any calendar year (under all plans of the Company and its
parent and subsidiary corporations) shall not exceed $100,000.
(d) Notwithstanding any other provision of the Plan, each non-employee
member of the Board of Directors (an "Outside Director") shall be granted
options and stock only in accordance with, and subject to the provisions of this
Section 4(d) and Section 4(e) below.
(i) Each Outside Director who first becomes a Director after May
31, 1995 pursuant to an election by the stockholders of the Company at an
annual stockholders meeting shall automatically be granted, upon such
election, a Nonqualified Option to purchase 12,000 shares of Common Stock.
All Nonqualified Options granted under this Section 4(d)(i) shall vest in
three ratable annual installments on the date of each of the next three
annual stockholders meetings thereafter so long as such Outside Director
remains a Director of the Company on such date and shall have a per share
exercise price
4
<PAGE>
which is equal to the per share fair market value of the Common Stock on
the date such Nonqualified Options are granted.
(ii) Each Outside Director who first becomes a Director after May
31, 1995 pursuant to appointment by the Board of Directors prior to the
annual stockholders meeting at which that Director will stand for election
shall automatically be granted, upon such appointment, a Nonqualified
Option to purchase 12,000 shares of Common Stock subject to his or her
subsequent election at that annual stockholders meeting. All Nonqualified
Options granted under this Section 4(d)(ii) shall vest in three ratable
annual installments on the anniversary dates of such appointment so long as
such Outside Director remains a Director of the Company on such date and
shall have a per share exercise price which is equal to the per share fair
market value of the Common Stock on the date such Nonqualified Options are
granted.
(iii) Starting with the second anniversary of their first appointment
or election to the Board of Directors or for existing class III Directors
their re-election to the Board of Directors and continuing on each
anniversary thereafter so long as such Outside Director remains a Director
of the Company on such date, each Outside Director shall automatically be
granted, on their anniversary date, a Nonqualified Option to purchase 5,000
shares of Common Stock. All Nonqualified Options granted under this Section
4(d)(iii) shall vest one year from the date of issue so long as such
Outside Director remains a Director of the Company on such date and have a
per share exercise price which is equal to
5
<PAGE>
the per share fair market value of the Common Stock on the date such
Nonqualified Options are granted.
(iv) Each Outside Director serving as a Class I or Class II Director
on May 31, 1995 will receive an additional Nonqualified Option to purchase
10,000 shares of Common Stock issued on July 1, 1995, with 5,000 option
shares vesting on the date of issue and 5,000 option shares vesting July 1,
1996. The exercise price will be equal to fair market value of the Common
Stock on the date such Nonqualified Options are granted.
(v) Each Outside Director may elect not to receive the Nonqualified
Options grant under this Section 4(d) by written notice delivered to the
Option Committee prior to the date such Nonqualified Options would
otherwise be granted hereunder. Notwithstanding any other provisions of
this Plan, the provisions of this Section 4(d) may not be amended more than
once every six months other than with respect to amendments effected to
comply with, or conform to changes in, the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
(e) Each Outside Director may, pursuant to a written election delivered to
the Company, receive all of such Outside Director's cash retainer and other cash
fees payable to such Outside Director in respect of his or her attendance at any
meetings of the Board of Directors or any committee thereof ("Director Fees") in
the form of Nonqualified Options to purchase such number of shares of Common
Stock having a present value equal to the amount of such Director Fees as shall
be determined in accordance with the Black-Scholes option
6
<PAGE>
pricing model on the date or dates the Director Fees would otherwise be paid in
cash. All Nonqualified Options granted under this Section 4(e) shall have a per
share exercise price which is equal to the per share fair market value of the
Common Stock on the date such Nonqualified Options are granted. Such election
shall be effective no earlier than six months and one day following the date of
such election. Any revocation of such election shall be effective six months and
one day following the date of the revocation.
5. TERMS OF THE OPTION AGREEMENTS
Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Option Committee shall from time to time
deem appropriate. Option agreements need not be identical, but each option
agreement by appropriate language shall include the substance of all of the
following provisions:
(a) Expiration. Notwithstanding any other provision of the Plan or of any
----------
option agreement, each option shall expire on the date specified in the option
agreement, which date shall not be later than the tenth anniversary of the date
on which the option was granted.
(b) Minimum Shares Exercisable. The minimum number of shares with respect
--------------------------
to which an option may be exercised at any one time shall be one hundred (100)
shares, or such lesser number as is subject to exercise under the option at the
time.
(c) Exercise. Each option shall be exercisable in such installments
--------
(which need not be equal) and at such times as designated by the Option
Committee. No option granted after March 16, 1992 shall be exercisable, either
in whole or in part, until the expiration of six months from the date of grant.
To the extent not exercised, installments shall accumulate and
7
<PAGE>
be exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the option expires.
(d) Purchase Price. The purchase price per share of Common Stock under
--------------
each Incentive Option shall be not less than the fair market value of the Common
Stock on the date such Incentive Option is granted. The purchase price per
share of Common Stock under each Nonqualified Option granted after August 21,
1992 shall not be less than 85% of the fair market value of the Common Stock on
the date such Nonqualified Option is granted. For the purposes of the Plan, the
fair market value of the Common Stock shall be determined in good faith by the
Option Committee.
(e) Rights of Optionees. No Optionee shall be deemed for any purpose to be
-------------------
the owner of any shares of Common Stock subject to any option unless and until
(i) the option shall have been exercised pursuant to the terms thereof, (ii) all
requirements under applicable law and regulations shall have been complied with
to the satisfaction of the Company, (iii) the Company shall have issued and
delivered the shares to the Optionee, and (iv) the Optionee's name shall have
been entered as a stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Common Stock.
(f) Transfer. No options shall be transferable by the Optionee other than
--------
by will or by the laws of descent and distribution, and may be exercised during
the Optionee's lifetime only by the Optionee, or his or her guardian or legal
representative.
8
<PAGE>
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Any option granted under the Plan may be exercised by the Optionee by
delivering to the Option Committee on any business day a written notice
specifying the number of shares of Common Stock the Optionee then desires to
purchase (the "Notice").
(b) Payment for the shares of Common Stock purchased pursuant to the
exercise of an option shall be made either in (i) cash or by certified check or
bank check or other instrument acceptable to the Company equal to the option
price for the number of shares specified in the Notice (the "Total Option
Price"), or (ii) if authorized by the applicable option agreement and if
permitted by law, shares of Common Stock of the Company that the optionee may
freely transfer, has beneficially owned for more than six months and having a
fair market value, determined as provided in Section 5(d) hereof, equal to or
less than the Total Option Price, plus cash in an amount equal to the excess, if
any, of the Total Option Price over the fair market value of such shares of
Common Stock.
(c) The delivery of certificates representing shares of Common Stock to be
purchased pursuant to the exercise of an option will be contingent upon the
Company's receipt of the full exercise price of the option and the fulfillment
of any other requirements contained in the option or applicable provisions of
law.
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
(a) If the shares of the Company's Common Stock as a whole are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
combination of shares, exchange of shares, change
9
<PAGE>
in corporate structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kind of shares subject to the Plan, and in the
number, kind, and per share exercise price of shares or other securities subject
to unexercised options or portions thereof granted prior to any such change. In
the event of any such adjustment in an outstanding option, the Optionee
thereafter shall have the right to purchase the number of shares under such
option at the per share price, as so adjusted, which the Optionee could purchase
at the total purchase price applicable to the option immediately prior to such
adjustment.
(b) Adjustments under this Section 7 shall be determined by the Option
Committee and such determinations shall be conclusive. The Option Committee
shall have the discretion and power in any such event to determine and to make
effective provision for acceleration of the time or times at which any option or
portion thereof shall become exercisable. No fractional shares of Common Stock
shall be issued under the Plan on account of any adjustment specified above.
8. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the Company, (ii) a
reorganization, merger or consolidation in which the Company is acquired by
another entity (other than a holding company formed by the Company) or in which
the Company is not the surviving corporation, or (iii) the sale of all or
substantially all of the property of the Company to another corporation, the
Plan and the options issued hereunder shall terminate, unless provision is made
in connection with such transaction for the assumption of options theretofore
granted, or the substitution for such options of new options of the successor
corporation or parent thereof, with appropriate adjustment as to the number and
kind of shares and the per
10
<PAGE>
share exercise prices, as provided in Section 7. In the event of such
termination, all outstanding options shall be exercisable in full for at least
fifteen days prior to the date of such termination whether or not otherwise
exercisable during such period.
9. CONDITION TO GRANTS OF COMMON STOCK
As a condition precedent to the grant of Common Stock to any Grantee under
the Plan, the Grantee shall grant to the Company such repurchase and first
refusal rights on the Common Stock which is the subject of the grant as the
Option Committee shall deem necessary or appropriate. No Common Stock granted
after March 16, 1992 hereunder may be sold, transferred or otherwise disposed of
by the Grantee for six months from the date of grant. The Option Committee may
also impose such other terms and conditions on the grant of any Common Stock
under the Plan as it may determine.
10. AMENDMENT OF THE PLAN
The Board of Directors may amend the Plan at any time, and from time to
time, subject to the specific limitations set forth in Section 4(d), any
required regulatory approval and the limitation that, except as provided in
Sections 7 and 8 hereof, no amendment shall be effective unless approved by the
stockholders of the Company in accordance with applicable law and regulations at
an annual or special meeting held within twelve months before or after the date
of adoption of such amendment, where such amendment will:
(a) increase the number of shares of Common Stock which may be granted, or
as to which options may be granted, under the Plan;
(b) change in substance Section 4 hereof relating to eligibility to
participate in the Plan;
11
<PAGE>
(c) change the minimum option price;
(d) increase the maximum term of options provided herein; or
(e) otherwise materially increase the benefits accruing to participants
under the Plan.
Except as provided in Sections 7 and 8 hereof, rights and obligations under
any option granted before any amendment of the Plan shall not be altered or
impaired by such amendment, except with the consent of the Optionee.
11. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases.
The Plan shall not be deemed to confer upon any employee any right to
continued employment with the Company or its Subsidiaries.
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) The obligation of the Company to deliver shares of Common Stock
granted, and sell and deliver shares of Common Stock with respect to options
granted, under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the
obtaining of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Option Committee.
12
<PAGE>
(b) The Plan shall be governed by Massachusetts law, except to the extent
that such law is preempted by federal law.
13. EFFECTIVE DATE OF PLAN; STOCKHOLDER APPROVAL
The Plan shall become effective upon the date that it is approved by the
Board of Directors of the Company; provided, however, that the Plan shall be
subject to the approval of the Company's stockholders in accordance with
applicable laws and regulations at an annual or special meeting held within
twelve months of such effective date. No options granted under the Plan prior to
such stockholder approval may be exercised until such approval has been
obtained. No option may be granted under the Plan after the tenth anniversary of
the effective date of the Plan.
13
