<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1996.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SystemSoft Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-3121799
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Vision Drive
Natick, Massachusetts 01760
(508) 651-0088
(Address of Principal Executive Offices) (Zip Code)
_____________________________
1994 Omnibus Stock Plan
1994 Employee Stock Purchase Plan
(Full title of the plans)
_____________________________
David P. Sommers
Vice President, Finance and Chief Financial Officer
SystemSoft Corporation
2 Vision Drive
Natick, Massachusetts 01760
(508) 651-0088
(Name and address including zip code and telephone number,
including area code, of agent for service)
_____________________________
Copies to:
Mark J. Macenka, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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<PAGE>
-2-
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to be offering aggregate Amount of
to be registered registered/1/ price per share offering price registration fee
------------------- ------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
1994 Omnibus 1,656,238 $9.1285/2/ $15,118,896.50 $5,213.41
Stock Plan
(Common Stock,
par value $.01 per 843,762 $33.00/3/ $27,844,146.00 $9,601.43
share)
1994 Employee
Stock Purchase 500,000 $33.00/3/ $16,500,000.00 $5,689.66
Plan
(Common Stock,
par value $.01 per
share)
TOTAL 3,000,000/4/ $20,504.50
</TABLE>
(1) The information contained in this Registration Statement on Form S-8 has
been adjusted to give effect to a two-for-one stock split in the form of a
stock dividend of the Company's Common Stock paid on July 17, 1996 to the
stockholders of record on July 3, 1996 (the "Stock Split").
(2) All of such shares are issuable upon the exercise of outstanding options,
all of which have fixed exercise prices. Pursuant to Rule 457(h)(1) of
Regulation C under the Securities Act of 1933, as amended (the "Securities
Act"), the aggregate offering price and the fee have been computed upon the
basis of the price at which the options may be exercised. The offering
price per share set forth for such shares is the weighted average exercise
price per share at which such options are exercisable.
(3) Pursuant to Rule 457(h)(1) of Regulation C of the Securities Act, the
price of $ 33.00 per share, is the average of the high and low prices of
the Common Stock as reported on The Nasdaq National Market on September 23,
1996 and is set forth solely for purposes of calculating the filing fee for
those shares without a fixed exercise price.
(4) Pursuant to Rule 416, the increase in the number of shares registered with
respect to the 1994 Omnibus Stock Plan and 1994 Employee Stock Purchase
Plan as a result of the Stock Split are deemed to be covered by the
Registrant's Registration Statement of Form S-8 filed November 2, 1994
(File No. 33-85968) and Registration Statement of Form S-8 filed December
26, 1995 (File No. 33-80843). Accordingly, no additional fee is required.
<PAGE>
-3-
This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-85968 on
Form S-8 as filed with the Securities and Exchange Commission on November 2,
1994, relating to SystemSoft Corporation's 1994 Omnibus Stock Plan and 1994
Employee Stock Purchase Plan and the Registration Statement No. 33-80843 on Form
S-8 as filed with the Securities and Exchange Commission on December 26, 1995,
relating to SystemSoft Corporation's 1994 Omnibus Stock Plan are effective.
Pursuant to General Instruction E to Form S-8, the contents of the above-listed
Registration Statements are hereby incorporated by reference.
<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Second Restated Certificate of Incorporation
of SystemSoft Corporation (filed as Exhibit
3.1 to the Registrant's Form 10-Q filed
September 16, 1996 and incorporated herein by
reference).
4.2 Certificate of Amendment of Second Restated
Certificate of Incorporation of SystemSoft
Corporation (filed as Exhibit 3.2 to the
Registrant's Form 10-Q filed September 16,
1996 and incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(contained in its opinion as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (contained on page 5 of this
Registration Statement on Form S-8).
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Natick, the Commonwealth of Massachusetts, on this
30th day of September, 1996.
SYSTEMSOFT CORPORATION
By: /s/Robert F. Angelo
---------------------------------------
Robert F. Angelo
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Robert F. Angelo
and David P. Sommers and each of them, with full power to act without the other,
his true and lawful attorney-in-fact, with the power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement on
Form S-8 (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- ------ -----
/s/ Robert F. Angelo Chairman of the Board of September 30, 1996
- -------------------------- Directors, President and
Robert F. Angelo Chief Executive Officer
(Principal Executive
Officer)
/s/ David P. Sommers Vice President, Finance and September 30, 1996
- -------------------------- Chief Financial Officer
David P. Sommers (Principal Financial and
Accounting Officer)
/s/ Robert N. Goldman Director September 30, 1996
- -------------------------
Robert N. Goldman
/s/ W. Frank King, Ph.D. Director September 30, 1996
- --------------------------
W. Frank King, Ph.D.
/s/ David J. McNeff Director September 30, 1996
- --------------------------
David J. McNeff
<PAGE>
-6-
INDEX TO EXHIBITS
Sequentially
Exhibit Description of Exhibit Numbered Page
------- ---------------------- --------------
4.1 Second Restated Certificate of
Incorporation of SystemSoft Corporation
(filed as Exhibit 3.1 to the Registrant's
Form 10-Q filed September 16, 1996 and
incorporated herein by reference).
4.2 Certificate of Amendment of Second Restated
Certificate of Incorporation of SystemSoft
Corporation (filed as Exhibit 3.2 to the
Registrant's Form 10-Q filed September 16,
1996 and incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(contained in its opinion as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (contained on
page 5 of this
Registration
Statement on
Form S-8)
<PAGE>
Exhibit 5.1
TESTA, HURWITZ & THIBEAULT, LLP
ATTORNEYS AT LAW
HIGH STREET TOWER, 125 HIGH STREET
OFFICE (617) 248-7000 BOSTON, MASSACHUSETTS 02110 FAX (617) 248-7100
Direct Dial Number
(617) 248-7769
September 30, 1996
SystemSoft Corporation
2 Vision Drive
Natick, Massachusetts 01760
Re: Registration Statement on Form S-8 Relating to the
1994 Omnibus Stock Plan and the 1994 Employee Stock Purchase Plan
(collectively, the "Plans")
---------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by SystemSoft Corporation (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 3,000,000 shares of Common Stock, par value
$.01 per share, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of its
shareholders and Board of Directors. We have examined original or certified
copies of the Company's Second Restated Certificate of Incorporation, as
amended, the Company's Restated By-Laws, the corporate records of the Company
to the date hereof, and such other certificates, documents, records and
materials as we have deemed necessary in connection with this option.
We are members only of the Bar of the Commonwealth of Massachusetts and are
not experts in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plans will
be, upon receipt of the consideration provided for in the Plans, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plans.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz, & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration
statement of SystemSoft Corporation on Form S-8 of our reports dated February
29, 1996, on our audits of the consolidated financial statements and financial
statement schedule of SystemSoft Corporation as of January 31, 1996 and 1995,
and for the years ended January 31, 1996, 1995, and 1994, which reports are
included in the Annual Report on Form 10-K of SystemSoft Corporation for the
year ended January 31, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 25, 1996
