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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1996
REGISTRATION NO. 333-06271
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CABLETRON SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3577 04-2797263
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NO.)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION) 35 INDUSTRIAL WAY
ROCHESTER, NH 03867
(603) 332-9400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DAVID J. KIRKPATRICK
DIRECTOR OF FINANCE AND CHIEF FINANCIAL OFFICER
35 INDUSTRIAL WAY, ROCHESTER, NH 03867 (603) 332-9400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
DAVID A. FINE, ESQ. FREDRICK M. MILLER, ESQ.
ROPES & GRAY DYKEMA GOSSETT PLLC
ONE INTERNATIONAL PLACE 400 RENAISSANCE CENTER
BOSTON, MASSACHUSETTS 02110 DETROIT, MICHIGAN 48243-1668
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: At the effective time of the merger of a wholly-owned subsidiary of
the Registrant with and into Network Express, Inc., which shall occur as soon
as practicable after the effective date of this Registration Statement and the
satisfaction or waiver of all conditions to closing of such merger as
described in the enclosed Proxy Statement/Prospectus.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No.2 to Registration Statement on Form S-4 (File No. 333-06271)
of Cabletron Systems, Inc. is filed solely to correct a typographical error in
Exhibit 23.4.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following exhibits are filed with, or incorporated by reference in,
this Registration Statement:
Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
*2.1 Agreement and Plan of Merger by and among the Registrant, Cabletron
Systems of Michigan, Inc. and Network Express, Inc. ("Network"), dated
as of May 21, 1996 (the "Merger Agreement") (attached as Annex A to
the Proxy Statement/Prospectus contained in this Registrant
Statement). The Exhibits to the Merger Agreement and the Disclosure
Schedules of the Registrant and of Network are not included with the
Merger Agreement. A list briefly identifying the contents of such
omitted schedules is included herein. The Registrant agrees to furnish
supplementally to the Commission, upon request, a copy of such
Exhibits and Disclosure Schedules.
3.1 Restated Certificate of Incorporation of Cabletron Systems, Inc., a
Delaware corporation, which is incorporated by reference to Exhibit
3.1 of the Company's Registration Statement on Form S-1, No. 33-28055.
3.2 Certificate of Correction of the Company's Restated Certificate of
Incorporation, which is incorporated by reference to Exhibit 3.1.2 of
the Company's Registration Statement on Form S-1, No. 33-42534.
3.3 Certificate of Amendment of the Restated Certificate of Incorporation
of Cabletron Systems, Inc., incorporated by reference to Exhibit 4.3
of the Company's Registration Statement on Form S-3, No. 33-54466.
3.4 Amended bylaws of Cabletron Systems, Inc. which is incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on
Form S-1, No. 33-42534.
4.1 Specimen stock certificate representing Cabletron Common Stock which
is incorporated by reference to Exhibit 4.1 of Cabletron's
Registration Statement on Form S-1, No. 33-28055.
*5.1 Opinion of Ropes & Gray as to the legality of the securities being
issued.
*8.1 Form of Opinion of Ropes & Gray as to certain federal income tax
consequences of the Merger.
*8.2 Form of Opinion of Dykema Gossett PLLC as to certain federal income
tax consequences of the Merger.
23.1 Consent of Ropes & Gray (included in its opinions filed as Exhibits
5.1 and 8.1).
23.2 Consent of Dykema Gossett PLLC (included in its opinion filed as
Exhibit 8.2).
*23.3 Consent of KPMG Peat Marwick LLP with respect to the Registrant's
financial statements.
23.4 Consent of Arthur Andersen LLP with respect to Network's financial
statements.
*23.5 Consent of Unterberg Harris.
*24.1 Power of Attorney.
*99 Form of Proxy to be used by Network in connection with the Network
Special Meeting.
</TABLE>
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*Previously filed.
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
*2.1 Agreement and Plan of Merger by and among the Registrant, Cabletron
Systems of Michigan, Inc. and Network Express, Inc. ("Network"), dated
as of May 21, 1996 (the "Merger Agreement") (attached as Annex A to
the Proxy Statement/Prospectus contained in this Registrant
Statement). The Exhibits to the Merger Agreement and the Disclosure
Schedules of the Registrant and of Network are not included with the
Merger Agreement. A list briefly identifying the contents of such
omitted schedules is included herein. The Registrant agrees to furnish
supplementally to the Commission, upon request, a copy of such
Exhibits and Disclosure Schedules.
3.1 Restated Certificate of Incorporation of Cabletron Systems, Inc., a
Delaware corporation, which is incorporated by reference to Exhibit
3.1 of the Company's Registration Statement on Form S-1, No. 33-28055.
3.2 Certificate of Correction of the Company's Restated Certificate of
Incorporation, which is incorporated by reference to Exhibit 3.1.2 of
the Company's Registration Statement on Form S-1, No. 33-42534.
3.3 Certificate of Amendment of the Restated Certificate of Incorporation
of Cabletron Systems, Inc., incorporated by reference to Exhibit 4.3
of the Company's Registration Statement on Form S-3, No. 33-54466.
3.4 Amended bylaws of Cabletron Systems, Inc. which is incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on
Form S-1, No. 33-42534.
4.1 Specimen stock certificate representing Cabletron Common Stock which
is incorporated by reference to Exhibit 4.1 of Cabletron's
Registration Statement on Form S-1, No. 33-28055.
*5.1 Opinion of Ropes & Gray as to the legality of the securities being
issued.
*8.1 Form of Opinion of Ropes & Gray as to certain federal income tax
consequences of the Merger.
*8.2 Form of Opinion of Dykema Gossett PLLC as to certain federal income
tax consequences of the Merger.
23.1 Consent of Ropes & Gray (included in its opinions filed as Exhibits
5.1 and 8.1).
23.2 Consent of Dykema Gossett PLLC (included in its opinion filed as
Exhibit 8.2).
*23.3 Consent of KPMG Peat Marwick LLP with respect to the Registrant's
financial statements.
23.4 Consent of Arthur Andersen LLP with respect to Network's financial
statements.
*23.5 Consent of Unterberg Harris.
*24.1 Power of Attorney.
*99 Form of Proxy to be used by Network in connection with the Network
Special Meeting.
</TABLE>
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*Previously filed.
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Exhibit 23.4
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 31, 1996 (except with respect to the matter discussed in Note 11,
as to which the date is July 1, 1996) and to all references to our Firm included
in this registration statement. It should be noted that we have not audited any
financial statements of the Company subsequent to December 31, 1995, or
performed any audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Ann Arbor, Michigan,
July 1, 1996.
