<PAGE>
AS filed with the Securities and Exchange Commission on February 25, 1998.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEWSEDGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3016142
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
80 Blanchard Road
Burlington, Massachusetts 01083
(Address of Principal Executive Offices) (Zip Code)
----------------------------------------------------------
1995 Stock Plan
1995 Employee Stock Purchase Plan
(Full title of the plan)
----------------------------------------------------------
Edward R. Siegfried
Chief Financial Officer
NewsEDGE Corporation
80 Blanchard Road
Burlington, Massachusetts 01083
(781) 229-3000
(Name and address including zip code and telephone number,
including area code, of agent for service)
----------------------------------------------------------
Copy to:
Lawrence S. Wittenberg, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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Calculation of Registration Fee
<TABLE>
<CAPTION>
===========================================================================================================
Title of Securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration fee
offering price aggregate
per share/1/ offering price
<S> <C> <C> <C> <C>
1995 STOCK PLAN
Common Stock, par 394,979 shares $9.77(1) $3,858,944.80(1) $1,138.39
value $.01 3,105,021 shares $8.21875(2) $ 25,519,391(2) $7,528.22
===========================================================================================================
1995 EMPLOYEE
STOCK PURCHASE PLAN
Common Stock, par 325,000 shares $8.21875(2) $2,671,093.70(2) $ 787.97
value $.01
===========================================================================================================
TOTAL: 3,825,000 shares $9,454.58
===========================================================================================================
</TABLE>
/1/ Such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the
fee have been computed upon the basis of the price at which such options may be
exercised.
/2/ The price of $8.21875 per share, which is the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System on
February 18, 1998, is set forth solely for purposes of calculating the filing
fee.
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-98786 on
Form S-8 as filed with the Securities and Exchange Commission on October 30,
1995 relating to NewsEDGE Corporation's (formerly Desktop Data, Inc.) 1995 Stock
Plan and 1995 Employee Stock Purchase Plan. Pursuant to General Instruction E,
the contents of the above-listed Registration Statement are hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit No. Description of Exhibits
----------- -----------------------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (contained in Pages 3 and 4 of this
Registration Statement)
99.1 1995 Stock Plan, as amended (incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on
Form S-4 (File No. 333-44887))
99.2 1995 Employee Stock Purchase Plan, as amended (incorporated by
reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-4 (File No. 333-44887))
<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 Burlington, Massachusetts, on the 25th day of February, 1998.
NEWSEDGE CORPORATION
By: /s/ Edward R. Siegfried
---------------------------------
Edward R. Siegfried
Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of NewsEDGE Corporation, hereby
severally constitute and appoint Donald L. McLagan and Edward R. Siegfried, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement filed herewith and any and all amendments
thereto (including post-effective amendments), and generally to do all such
things in our names and on our behalf in our capacities as officers and
directors to enable NewsEDGE Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title(s) Date
- --------- -------- ----
/s/ Donald L. McLagan President, Chairman, February 25, 1998
- ----------------------------- Chief Executive Officer
Donald L. McLagan and Director
(principal executive
officer)
/s/ Edward R. Siegfried Vice President, Finance, February 25, 1998
- ----------------------------- Chief Financial Officer,
Edward R. Siegfried Treasurer and Assistant
Secretary
(principal financial
officer)
/s/ Michael E. Kolowich Vice Chairman and February 25, 1998
- ----------------------------- Director
Michael E. Kolowich
<PAGE>
/s/ Ellen Carnahan Director February 25, 1998
- -----------------------------
Ellen Carnahan
/s/ June Rokoff Director February 25, 1998
- -----------------------------
June Rokoff
/s/ Rory Cowan Director February 25, 1998
- -----------------------------
Rory Cowan
/s/ William A. Devereaux Director February 25, 1998
- -----------------------------
William A. Devereaux
/s/ James D. Daniell Director February 25, 1998
- -----------------------------
James D. Daniell
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibits
- ----------- -----------------------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (contained in Pages 3 and 4 of this
Registration Statement)
99.1 1995 Stock Plan, as amended (incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on
Form S-4 (File No. 333-44887))
99.2 1995 Employee Stock Purchase Plan, as amended (incorporated
by reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-4 (File No. 333-44887))
<PAGE>
EXHIBIT 5.1
-----------
February 25, 1998
NewsEDGE Corporation
80 Blanchard Road
Burlington, Massachusetts, 01083
RE: Registration Statement on Form S-8
Relating to the 1995 Stock Plan and 1995 Employee Stock Purchase Plan of
NewsEDGE Corporation (hereinafter the "Plans")
----------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Amendment to the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by NewsEDGE
Corporation (the "Company") on February 25, 1998 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to an
aggregate of 3,500,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of the Company issued or issuable pursuant to the 1995 Stock
Plan and 325,000 shares of Common Stock issuable or issuable pursuant to the
1995 Employee Stock Purchase Plan (the "Shares").
We have examined such documents, certificates, records and matters of law
that we have deemed necessary or appropriate for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold in accordance with the Plans, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
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 January 31, 1997
included in NewsEdge Corporation's (formerly Desktop Data, Inc.) Annual Report
on Form 10-K for the year ended December 31, 1996 and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 24, 1998
