As filed with the Securities and Exchange Commission on September 11, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0317705
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 North Second Street
San Jose, California 95113
------------------------------- -------------------
(Address of Principal (Zip Code)
Executive Offices)
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
-------------------------------------------
(Full title of the plan)
Copy to:
CLIFTON T. WEATHERFORD MICHAEL J. SULLIVAN, ESQ.
Senior Vice President, MARIA L. PIZZOLI, ESQ.
Chief Financial Officer and Secretary Pillsbury Madison & Sutro LLP
NETCOM On-Line Communication Services, Inc. 2700 Sand Hill Road
2 North Second Street Menlo Park, CA 94025
San Jose, California 95113 (415) 233-4500
(408) 881-1815
- ------------------------------------------- ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 832,142 shares $17.75 $14,770,521 $5,094
$0.01 par value,
and Series C
Preferred Stock
Purchase Rights
associated therewith.
- -------------------------------------------------------------------------------------------------
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices as reported on
the Nasdaq National Market on September 9, 1996.
(3) The Registration Fee has been calculated pursuant to Rule 457(h).
-----------------
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
- -------------------------------------------------------------------------------------------------
</TABLE>
Page 1 of 8 pages
Exhibit Index Appears on page 6.
-1-
<PAGE>
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities and
Exchange Commission on April 7, 1995 (File No. 33-91000) and May 14, 1996 (File
No. 333-03721), are hereby incorporated by reference.
Incorporation of Documents by Reference
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
(2) Registrant's Quarterly Reports on Form 10-QSB for the quarterly periods
ended March 31 and June 30, 1996.
(3) The description of Registrant's common stock, $0.01 par value per
share, contained in Registrant's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission (the "Commission") on December 5, 1994.
(4) The description of Registrant's Preferred Stock Purchase Rights for
Series C Participating Preferred Stock, $0.01 par value per share, contained in
Registrant's Registration Statement on Form 8-A, filed with the Commission on
March 19, 1996.
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
-2-
<PAGE>
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 City of San Jose, State of California, on September 10, 1996.
NETCOM ON-LINE COMMUNICATION
SERVICES, INC.
By /s/ David W. Garrison
-------------------------------------
David W. Garrison
President, Chief Executive Officer
and Director (Principal
Executive Officer)
By /s/ Clifton T. Weatherford
-------------------------------------
Clifton T. Weatherford
Senior Vice President,
Chief Financial Officer and
Secretary
(Principal Financial and
Accounting Officer)
-3-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David W. Garrison and Clifton T. Weatherford, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or his substitute or
substitutes may lawfully 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/ David W. Garrison
- ----------------------------- President, Chief September 10, 1996
David W. Garrison Executive Officer and
Director (Principal
Executive Officer)
/s/ Clifton T. Weatherford
- ----------------------------- Senior Vice President, September 10, 1996
Clifton T. Weatherford Chief Financial Officer
and Secretary (Principal
Financial and Accounting
Officer)
/s/ Stephen J. Getsy
- ----------------------------- Director September 5, 1996
Stephen J. Getsy
/s/ Lawrence W. Lepard
- ----------------------------- Director September 4, 1996
Lawrence W. Lepard
- ----------------------------- Director
Gary P. Madden
-4-
<PAGE>
/s/ Ofer Nemirovsky
- ----------------------------- Director September 10, 1996
Ofer Nemirovsky
/s/ Leo J. Hindery, Jr.
- ----------------------------- Director September 10, 1996
Leo J. Hindery, Jr.
/s/ Charles C. Townsend, III
- ----------------------------- Director September 4, 1996
Charles C. Townsend, III
-5-
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
4.1 NETCOM On-Line Communication Services, Inc. Amended
and Restated 1993 Stock Option Plan, filed as
Exhibit A to the Company's Definitive Proxy
Statement dated April 29, 1996, as filed with the
Commission on May 14, 1996, is hereby incorporated
by reference.
5.1 Opinion regarding legality of securities to be 7
offered.
23.1 Consent of Independent Auditors. 8
23.2 Consent of Pillsbury Madison & Sutro LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (see pages 4-5).
-6-
Law offices of
PILLSBURY MADISON & SUTRO LLP
2700 Sand Hill Road
Los Angeles MENLO PARK, CALIFRONIA 94025-7020 Menlo Park
New York Telephone (415) 233-4500 Orange County
Sacramento Telecopier (415) 233-4545 San Diego
Washington, D.C. San Jose
Tokyo Hong Kong
- --------
Writer's Direct Dial Number
September 11, 1996
NETCOM On-Line Communication Services, Inc.
2 North Second Street
San Jose, CA 95113
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
NETCOM On-Line Communication Services, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, relating to 832,142 shares of the Company's common stock, $.01 par
value, and the Series C Preferred Stock Purchase Rights associated therewith
(the "Common Stock"), issuable pursuant to the Company's Amended and Restated
1993 Stock Option Plan (the "Plan"), it is our opinion that the Common Stock,
when issued and sold in accordance with the Plan, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/ PILLSBURY MADISON & SUTRO LLP
08212
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated 1993 Stock Option Plan of
Netcom On-Line Communication Services, Inc. of our report dated February 7,
1996, with respect to the consolidated financial statements of Netcom On-Line
Communication Services, Inc. included in the Annual Report (Form 10-KSB) for the
year ended December 31, 1995 filed with the Securities and Exchange Commission.
Ernst & Young LLP
San Jose, California
September 6, 1996
