<PAGE>
As filed with the Securities and Exchange Commission
on February 21, 1997
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NETRIX CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 54-1345159
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
13595 Dulles Technology Drive, Herndon, Virginia 20171
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
1992 EMPLOYEE STOCK PURCHASE PLAN
1992 DIRECTOR STOCK OPTION PLAN
1996 STOCK OPTION PLAN
(Full title of the Plans)
Robert W. Carroll
Vice President, Finance
Netrix Corporation
13595 Dulles Technology Drive
Herndon, Virginia 20171
(Name and address of agent for service)
(703) 742-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
---------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock, 750,000 $4.56 (2) $3,420,000.00 (2) $1,035.00
$.05 par shares (1)
value
</TABLE>
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(1) An aggregate of 750,000 shares are registered hereunder. Such shares
will be offered by the Registrant pursuant to its Amended and
Restated Incentive Stock Option Plan, 1992 Employee Stock Purchase
Plan, 1992 Director Stock Option Plan and 1996 Stock Option Plan.
(2) 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 February 19, 1997, in
accordance with Rules 457(c) and 457(h) of the Securities Act of
1933.
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<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Amended and Restated Incentive Stock Option
Plan, 1992 Employee Stock Purchase Plan, 1992 Director Stock Option Plan or 1996
Stock Option Plan of Netrix Corporation (the "Registrant") pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
and 15(d) of the Exchange Act or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited
financial statements for the latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.
(c) The description of the Registrant's Common Stock, par value $.05 per
share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
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<PAGE>
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 ("Section 145" of the Delaware General Corporation Law, as
amended, provides a detailed statutory framework covering indemnification of
officers and directors against liabilities and expenses arising out of legal
proceedings brought against them by reason of their being or having been
directors or officers. Section 145 generally provides that a director or officer
of a corporation (i) shall be indemnified by the corporation for all expenses of
such legal proceedings when he is successful on the merits, (ii) may be
indemnified by the corporation for expenses, judgments, fines and amounts paid
in settlement of such proceedings (other than a derivative suit), even if he is
not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he is not successful on the merits, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification may be made under clause (iii)
above, however, if the director or officer is adjudged liable for negligence or
misconduct in the performance of his duties to the corporation, unless a
corporation determines that, despite such adjudication, but in view of all
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon determination that
indemnification is proper because the applicable standard of conduct has been
met. Such determination may be made by a majority of a quorum of disinterested
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction.
The indemnification of directors and officers is provided for by Article
SEVENTH of the Registrant's Restated Certificate of Incorporation which provides
in substance that, to the fullest extent permitted by Delaware law as it now
exists or as amended, each director and officer shall be indemnified against
reasonable costs and expenses, including attorney's fees, and any liabilities
which he may incur in connection with any action to which he may be made a party
by reason of his being or having been a director or officer of the Registrant.
The indemnification provided by the Registrant's Restated Certificate of
Incorporation is not deemed exclusive of or intended in any way to limit any
other rights to which any person seeking indemnification may be entitled.
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<PAGE>
Section 102(b) of the Delaware General Corporation Law, as amended, permits
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damage for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
Article NINTH of the Registrant's Restated Certificate of Incorporation
provides for the elimination of personal liability of a director for breach of
fiduciary duty, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibit Index immediately preceding the exhibits and the exhibits
listed thereon are incorporated herein by reference.
Item 9. Undertakings.
------------
1. The Registrant undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the Registration
- -------- -------
Statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the
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<PAGE>
Registrant pursuant to Section 13 or Section 15(d) or the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<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 Herndon, Virginia on the 20th day of February, 1997.
NETRIX CORPORATION
By: /s/ Lynn C. Chapman
------------------------
Lynn C. Chapman,
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Netrix Corporation, hereby
severally constitute Lynn C. Chapman, Robert W. Carroll, David Sylvester and
Brent B. Siler, 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 Netrix Corporation 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.
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<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/ Lynn C. Chapman
- -------------------------- President, Chief February 20, 1997
Lynn C. Chapman Executive Officer
(Principal Executive
Officer)
/s/ Robert W. Carroll
- -------------------------- Vice President, February 20, 1997
Robert W. Carroll Finance, Chief
Financial Officer and
Treasurer (Principal
Financial and
Accounting Officer)
/s/ Charles W. Stein
- -------------------------- Director February 20, 1997
Charles W. Stein
/s/ Stephen E. Coit
- -------------------------- Director February 20, 1997
Stephen E. Coit
/s/ Arthur J. Marks
- -------------------------- Director February 20, 1997
Arthur J. Marks
/s/ John F. Burton
- -------------------------- Director February 20, 1997
John F. Burton
/s/ William T. Rooker, Jr.
- -------------------------- Director February 20, 1997
William T. Rooker, Jr.
/s/ V. Orville Wright
- -------------------------- Director February 20, 1997
V. Orville Wright
</TABLE>
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<PAGE>
Exhibit Index
-------------
Exhibit Description Page
Number ----------- ----
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4.1 Amended and Restated Certificate of
Incorporation of the Registrant, as
amended (filed as Exhibit 3.1 to the
Registrant's Registration Statement
on Form S-1 (File No. 33-50464) (the
"Form S-1") and incorporated herein by
reference)
4.2 Amended and Restated By-Laws of the
Registrant (filed as Exhibit 3.2 to the
Form S-1 and incorporated herein by
reference)
4.3 Specimen Certificate of Common Stock of
the Registrant (filed as Exhibit 4.1 to
the Form S-1 and incorporated herein by
reference)
4.4 Description of Capital Stock (contained
in the Amended and Restated Certificate
of Incorporation of the Registrant, as
amended, filed as Exhibit 3.1 to the
Form S-1 and incorporated herein by
reference)
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 Arthur Andersen LLP
24 Power of Attorney (included on the
signature page of this Registration
Statement)
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<PAGE>
[LOGO OF HALE AND DORR LLP]
Counsellors at Law
1455 Pennsylvania Avenue, N.W., Washington, DC 20004
202-942-8400 . fax 202-942-8484
February 20, 1997
Netrix Corporation
13595 Dulles Technology Drive
Herndon, Virginia 20171
Re: Amended and Restated Incentive Stock Option Plan, 1992 Employee Stock
Purchase Plan, 1992 Director Stock Option Plan and 1996 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 an aggregate of 750,000 shares of Common Stock, $.05 par
value per share, of Netrix Corporation, a Delaware corporation (the "Company"),
issuable under the Company's Amended and Restated Incentive Stock Option Plan,
its 1992 Employee Stock Purchase Plan, its 1992 Director Stock Option Plan and
its 1996 Stock Option Plan (the "Plans").
We have examined the Amended and Restated Certificate of Incorporation of
the Company, as amended, 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 Plans, as described in the
Registration Statement,
<PAGE>
and such shares, when issued and paid for in accordance with the terms of the
Plans, 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,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 26, 1996,
included in Netrix Corporation's Form 10-K for the year ended December 31, 1995
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.,
February 20, 1997
