<PAGE>
As filed with the Securities and Exchange Commission
on May 27, 1998
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)
1995 EMPLOYEE STOCK PURCHASE 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)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 300,000 $8.09(1) $2,428,125(1) $717
$.01 par value
===================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low sale prices of the Common Stock
on the Nasdaq National Market on May 26, 1998 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
===================================================================================================
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<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. 33-95288, filed by the Registrant
on August 1, 1995 relating to the Registrant's 1995 Employee Stock Purchase
Plan.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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 27th day of May, 1998.
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.
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<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ William P. Ferry President, Chief May 27, 1998
- ------------------------------ Executive Officer and
William P. Ferry Director (Principal
Executive Officer)
/s/ Richard M. Spaulding Vice President and Chief May 27, 1998
- ------------------------------ Financial Officer and
Richard M. Spaulding Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ G. Leonard Baker, Jr. Director May 27, 1998
- ------------------------------
G. Leonard Baker, Jr.
/s/ John F. Burton Director May 27, 1998
- ------------------------------
John F. Burton
/s/ David C. Mahoney Director May 27, 1998
- ------------------------------
David C. Mahoney
/s/ Fontaine K. Richardson Director May 27, 1998
- ------------------------------
Fontaine K. Richardson
/s/ David N. Strohm Director May 27, 1998
- ------------------------------
David N. Strohm
/s/ Robert M. Wadsworth Director May 27, 1998
- ------------------------------
Robert M. Wadsworth
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EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
4(1) Specimen Certificate for shares of Common Stock, $.01 par
value per share, of the Registrant
5 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 Power of Attorney (included on the signature page of this
Registration Statement)
- ----------------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-49194).
<PAGE>
EXHIBIT 5
---------
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000/Fax 617-526-5000
May 27, 1998
Banyan Systems Incorporated
120 Flanders Road
Westboro, Massachusetts 01581
Re: 1995 Employee Stock Purchase 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 (the "Commission") relating to 300,000 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
1995 Employee Stock Purchase Plan (the "Plan").
We have examined the Second Amended and Restated Articles of
Organization of the Company, as amended, 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, photostatic or facsimile 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 the sale of the Shares issuable pursuant to 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 and the federal
laws of the United States of America.
Based upon and subject to 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 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 of 1933, as amended
(the "Securities Act"). 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
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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 27,
1998, except as to the information presented in Note Q for which the date is
March 6, 1998, on our audits of the consolidated financial statements and
financial statement schedule of Banyan Systems Incorporated as of December 31,
1997 and 1996, and for each of the three years in the period ended December 31,
1997, 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, 1997.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 27, 1998
