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As filed with the Securities and Exchange Commission
on November 13, 1997
Registration No. 333-22631
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BANYAN SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2798394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
120 FLANDERS ROAD, WESTBORO, MASSACHUSETTS 01581
(Address of Principal Executive Offices) (Zip Code)
NON-QUALIFIED STOCK OPTION
COMMON STOCK AWARD
(Full title of the plan)
MARK G. BORDEN, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
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Pursuant to a Registration Statement on Form S-8 (File No. 333-22631) filed
with the Securities and Exchange Commission as of March 3, 1997 (the
"Registration Statement"), Banyan Systems Incorporated (the "Company")
registered under the Securities Act of 1933, as amended (the "Act"), a total of
1,200,000 shares of Common Stock, $.01 par value per share, of the Company.
200,000 of such shares were issued pursuant to a common stock award (the "Award
Shares") and 1,000,000 of such shares were to be issued pursuant to a non-
qualified stock option (the "Option Shares"). Each of the above-referenced
common stock award and non-qualified stock option were granted by the Company to
a certain recipient pursuant to a written employment agreement executed between
the Company and such recipient (the "Employment Agreement").
Pursuant to an amendment to the Employment Agreement, the Company has
rescinded the grant of the Award Shares. This Post-Effective Amendment No. 1 to
the Registration Statement is being filed for the purpose of deregistering the
Award Shares and deleting from the Registration Statement tne Reoffer Prospectus
relating to the Award Shares. The Registration Statement shall remain
unchanged in all other respects, and the Option Shares shall remain registered
under the Act in accordance with the Registration Statement.
Pursuant to Rule 478 promulgated under the Act, the Company has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereto duly authorized, in the Town of Westboro, Commonwealth of
Massachusetts, on this 3rd day of November, 1997.
BANYAN SYSTEMS INCORPORATED
By: /s/ Richard M. Spaulding
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Richard M. Spaulding
Vice President, Finance and
Chief Financial Officer
