As filed with the Securities and Exchange Commission
on May 5, 2000
Registration No. 333-
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.)
297 Billerica Road, Chelmsford, Massachusetts 01824
(Address of Principal Executive Offices) (Zip Code)
1992 Employee Stock Purchase Plan
(Full title of the plan)
Paul A. Lacy
Kronos Incorporated
297 Billerica Road
Chelmsford, Massachusetts 01824
(Name and address of agent for service)
(978) 250-9800
(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, 300,000 $30.9688 (1)$9,290,640 (1) $2,452.73
$.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 4, 2000 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 Employee Stock Purchase 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 Chelmsford, Commonwealth of Massachusetts on the 5th
day of May, 2000.
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 Alyce Moore, 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 5, 2000
)
/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
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
<PAGE>
Exhibit 5
May 3, 2000
Kronos Incorporated
400 Fifth Avenue
Waltham, MA 02154
Re: 1992 Employee Stock Purchase Plan, as amended
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 300,000 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 Employee Stock Purchase Plan, as
amended (the "Plan").
We have examined the Restated Articles of Organization of the Company, as
amended to date, and 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 our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale
of the Shares in accordance with the Plan, to register and qualify the Shares
for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of The Commonwealth of Massachusetts, the Delaware General
Corporation Law statute and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized for issuance and, when the Shares are issued and paid
for in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein under the caption "Interests of Named Experts and Counsel." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
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 Employee Stock Purchase Plan of Kronos Incorporated
for the registration of 300,000 shares of its common stock, of our report dated
October 27, 1999 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, 1999, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
May 4, 2000
