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As filed with the Securities and Exchange Commission on August 7, 2000.
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Blanchard Road
Burlington, Massachusetts 01083
(Address of Principal Executive Offices) (Zip Code)
____________________________________
1995 Stock Plan
(Full title of the plan)
____________________________________
Ronald R. Benanto
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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<CAPTION>
Calculation of Registration Fee
==========================================================================================================
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share(1) price
<S> <C> <C> <C> <C>
1995 STOCK PLAN
Common Stock, par 1,537,600 shares $2.045(1) $3,144,392(1) $830.12
value $.01
==========================================================================================================
TOTAL: 1,537,600 shares
==========================================================================================================
</TABLE>
(1) The price of $2.045 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 August 1, 2000, is set forth solely for purposes of calculating the
filing fee.
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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 (the "SEC") on
October 30, 1995 and Registration Statement No. 333-46899 filed with the SEC on
February 25, 1998 each relating to NewsEdge Corporation's 1995 Stock Plan and
1995 Employee Stock Purchase Plan. Pursuant to General Instruction E, the
contents of the above-listed Registration Statements are hereby incorporated by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit No. Description of Exhibits
----------- -----------------------
4.1 Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.1 to NewsEdge Corporation's Annual Report on Form
10-K for the year-ended December 31, 1997 and incorporated
herein by reference)
4.2 Specimen certificate representing the Common Stock (filed as
Exhibit 4.1 to the Company's Annual Report for the year-ended
December 31, 1997 and incorporated herein by reference)
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 (included as part of the signature page of
this Registration Statement)
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Burlington, Massachusetts, on the 7th day of August, 2000.
NEWSEDGE CORPORATION.
By: /s/ Ronald R. Benanto
---------------------------
Ronald R. Benanto
Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of NewsEdge Corporation, hereby
severally constitute and appoint Clifford M. Pollan and Ronald Benanto, 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.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Clifford M. Pollan President, Chief Executive August 7, 2000
--------------------------- Officer and Director
Clifford M. Pollan (principal executive officer)
/s/ Ronald R. Benanto Vice President, Finance, Chief August 7, 2000
---------------------------- Financial Officer, Treasurer
Ronald R. Benanto and Assistant Secretary
(principal financial officer)
/s/ Rory J. Cowan Chairman August 7, 2000
----------------------------
Rory J. Cowan
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Michael E. Kolowich Vice Chairman and Director August 7, 2000
----------------------------
Michael E. Kolowich
/s/ James D. Daniell Director August 7, 2000
----------------------------
James D. Daniell
/s/ Murat H. Davidson Director August 7, 2000
----------------------------
Murat H. Davidson
/s/ William A. Devereaux Director August 7, 2000
----------------------------
William A. Devereaux
/s/ Basil Regan Director August 7, 2000
----------------------------
Basil Regan
/s/ Peter Woodward Director August 7, 2000
----------------------------
Peter Woodward
</TABLE>
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EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibits
----------- -----------------------
4.1 Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.1 to NewsEdge Corporation's Annual Report on Form 10-K
for the year-ended December 31, 1997 and incorporated herein by
reference)
4.2 Specimen certificate representing the Common Stock (filed as
Exhibit 4.1 to the Company's Annual Report for the year-ended
December 31, 1997 and incorporated herein by reference)
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 (included as part of the signature page of
this Registration Statement)
