May 8, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
re: 1992 Equity Incentive Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
Submitted herewith for filing on behalf of Kronos Incorporated (the
"Company") is a Registration Statement on Form S-8 relating to the registration
of 1,000,000 shares of Common Stock issuable pursuant to options granted under
the Company's 1992 Equity Incentive Plan.
This filing is being effected by direct transmission to the
Commission's EDGAR System.
In anticipation of this filing, the Company caused the required filing
fee of $10,398.75 to be wired directly to the Commission's account at the Mellon
Bank in Pittsburgh.
A copy of this Registration Statement has been filed concurrently with
the Nasdaq National Market.
Please contact the undersigned at (781)487-4945 with any questions or
comments you may have regarding this filing.
Very truly yours,
Paul Lacy
Vice President, Finance and Administration
<PAGE>
As filed with the Securities and Exchange Commission
on May 8, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KRONOS INCORPORATED
(Exact name of issuer as specified in its charter)
Massachusetts 04-2640942
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Fifth Avenue, Waltham, Massachusetts 02154
(Address of Principal Executive Offices) (Zip Code)
1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
Paul A. Lacy
Kronos Incorporated
400 Fifth Avenue
Waltham, Massachusetts 02154
(Name and address of agent for service)
(781) 890-3232
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common Stock, 1,000,000 $35.25(1) $35,250,000(1) $10,398.75
$.01 par shares
value
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on the Nasdaq National Market on May 7, 1998 in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933.
<PAGE>
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-49430, relating
to the Registrant's 1992 Equity Incentive Plan and certain other plans of the
Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Waltham, Commonwealth of Massachusetts on the 8th day
of May, 1998.
KRONOS INCORPORATED
By:/s/ Mark S. Ain
Mark S. Ain
Chief Executive Officer
Each person whose signature appears below constitutes and appoints Mark
S. Ain, Paul A. Lacy and Sally Wallace, and each of them singly, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 to be filed by Kronos Incorporated,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority 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.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title
/s/ Mark S. Ain Chief Executive Officer )
Mark S. Ain and Chairman of )
the Board (principal )
executive officer) )
)
/s/ Paul A. Lacy Vice President, )
Paul A. Lacy Finance and Administration )
(principal financial )
and accounting officer) )May 8, 1998
)
/s/ W. Patrick Decker Director and President )
W. Patrick Decker )
)
/s/ Richard J. Dumler Director )
Richard J. Dumler )
)
/s/ D. Bradley McWilliams Director )
D. Bradley McWilliams )
)
/s/ Lawrence Portner Director )
Lawrence Portner )
)
/s/ Samuel Rubinovitz Director )
Samuel Rubinovitz )
)
<PAGE>
Exhibit Index
Exhibit
Number Description
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
<PAGE>
Exhibit 5
May 8, 1998
Kronos Incorporated
400 Fifth Avenue
Waltham, Massachusetts 02154
Re: 1992 Equity Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of this Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 1,000,000 shares of Common Stock, $.01 par value
per share (the "Shares"), of Kronos Incorporated, a Massachusetts corporation
(the "Company"), issuable under the Company's 1992 Equity Incentive Plan (the
"Plan").
We have examined the Restated Articles of Organization of the Company,
the Amended and Restated By-Laws of the Company, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1992 Equity Incentive Plan of Kronos Incorporated for the
registration of 1,000,000 shares of its common stock, of our report dated
October 28, 1997 with respect to the consolidated financial statements and
schedule of Kronos Incorporated included in its Annual Report (Form 10-K) for
the year ended September 30, 1997, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
May 4, 1998
