<PAGE>
As filed with the Securities and Exchange Commission
on June 6, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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)
1992 DIRECTOR STOCK OPTION PLAN
(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)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered share offering price registration fee
- ---------------- ---------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $1.78125(1) $178,125(1) $54
$.01 par value
- --------------------------------------------------------------------------------------------------
</TABLE>
(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 June 4, 1997 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 (i) PART I and (ii) PART II, Items 3, 4, 6, 7, 8 and 9, of the
Registration Statement on Form S-8, File No. 33-50864, filed by the Registrant
on August 14, 1992 relating to the Registrant's 1992 Director Stock Option Plan.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
<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 Westboro, Massachusetts on the 5th day of June, 1997.
BANYAN SYSTEMS INCORPORATED
By: /s/ William P. Ferry
----------------------
William P. Ferry
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Banyan Systems Incorporated,
hereby severally constitute William P. Ferry, Richard M. Spaulding and Mark G.
Borden, 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 on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Banyan Systems Incorporated to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
<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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William P. Ferry President, Chief Executive June 5, 1997
- ----------------------------- Officer and Director (Principal
William P. Ferry Executive Officer)
/s/ Richard M. Spaulding Vice President, Finance June 5, 1997
- ----------------------------- and Treasurer (Principal
Richard M. Spaulding Financial Officer and
Principal Accounting Officer)
/s/ G. Leonard Baker, Jr. Director June 5, 1997
- -----------------------------
G. Leonard Baker, Jr.
/s/ John F. Burton Director June 5, 1997
- -----------------------------
John F. Burton
/s/ A. Peter Hamilton Director June 5, 1997
- -----------------------------
A. Peter Hamilton
Director
- -----------------------------
David C. Mahoney
/s/ Fontaine K. Richardson Director June 5, 1997
- -----------------------------
Fontaine K. Richardson
/s/ David N. Strohm Director June 5, 1997
- -----------------------------
David N. Strohm
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
<PAGE>
Exhibit 5.1
-----------
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000/Fax 617-526-5000
June 6, 1997
Banyan Systems Incorporated
120 Flanders Road
Westboro, MA 01581
Re: 1992 Director Stock Option Plan
-------------------------------
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 relating to 100,000 additional shares of Common Stock, $.01 par value
per share (the "Shares"), of Banyan Systems Incorporated, a Massachusetts
corporation (the "Company"), issuable pursuant to the Company's 1992 Director
Stock Option Plan (the "Plan").
We have examined the Second Amended and Restated Articles of Organization
of the Company, the By-Laws of the Company, as amended, 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, and such Shares, when issued in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
<PAGE>
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
---------------------
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Banyan Systems Incorporated on Form S-8 of our reports dated January 31, 1997,
on our audits of the consolidated financial statements and financial statement
schedule of Banyan Systems Incorporated as of December 31, 1996 and 1995, and
for each of the three years in the period ended December 31, 1996, which reports
are included or incorporated by reference in the Annual Report on Form 10-K of
Banyan Systems Incorporated for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
-----------------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 2, 1997
