<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1996
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________
FTP SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2906463
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 BRICKSTONE SQUARE
FIFTH FLOOR
ANDOVER, MASSACHUSETTS 01810
(508) 685-4000
(Address of principal executive offices)
_________________________
FIREFOX COMMUNICATIONS INC. 1995 STOCK OPTION PLAN
FIREFOX COMMUNICATIONS INC. 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
FIREFOX COMMUNICATIONS LIMITED 1994 SHARE OPTION SCHEME
_________________________
(Full titles of the plans)
Douglas F. Flood
Senior Vice President and General Counsel
FTP Software, Inc.
100 Brickstone Square
Andover, Massachusetts 01810
(508) 685-4000
_________________________
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share /(1)/ aggregate offering price/ (1)/ registration fee /(2)/
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 378,500 shares $6.22 $2,353,016.05 $811.38
par value $0.01
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ The offering price for the shares of Common Stock (the "Shares") subject
to options on the date hereof is the actual exercise price of such options. For
the Shares subject to options granted under the Firefox Communications Inc. 1995
Stock Option Plan (the "1995 Plan") to be registered hereunder, the aggregate
exercise price is $1,083,316.00. For the Shares subject to options granted under
the Firefox Communications Inc. 1995 Outside Directors Stock Option Plan (the
"Outside Directors Plan") to be registered hereunder, the aggregate exercise
price is $371,918.05. For the Shares subject to options granted under the
Firefox Communications Limited 1994 Share Option Scheme (the "1994 Scheme") to
be registered hereunder, the aggregate exercise price is $897,782.00.
/(2)/ Registration fee equals (a) $373.55 payable in respect of Shares subject
to options granted under the 1995 Plan, (b) $128.25 payable in respect of Shares
subject to options granted under the Outside Directors Plan and (c) $309.58
payable in respect of Shares subject to options granted under the 1994 Scheme.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
FTP Software, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed with the Securities and Exchange Commission
(the "Commission") on April 1, 1996, and as amended by Amendment No. 1
on Form 10-K/A filed with the Commission on April 29, 1996;
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1995; and
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed with the Commission
under the Exchange Act on September 23, 1993, 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 to this registration statement 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 herein from the date of
filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 67 of Chapter 156B of the Massachusetts General Laws
authorizes a corporation to indemnify any director, officer, employee or other
agent of the corporation, and a person who serves at the corporation's request
as a director, officer, employee or other agent of the corporation, or who
serves at its request in any capacity with respect to any employee benefit plan,
to whatever extent specified in or authorized by (a) the articles of
organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
the holders of a majority of the shares of stock entitled to vote on the
election of directors.
The Registrant's Amended and Restated Bylaws (the "Bylaws") provide
indemnity to each of its directors and officers (including persons who serve at
its request as directors, officers or trustees of another organization, or in
any capacity with respect to any employee benefit plan) against all liabilities
and expenses, including amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and counsel fees, reasonably incurred by him or her
in connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal,
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in which he or she may be involved or with which he or she may be threatened,
while in office or thereafter, by reason of his or her being or having been such
a director of officer. Under Massachusetts law and the Bylaws, no
indemnification may be provided for any person with respect to any matter as to
which he or she shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his or her action was in the best
interest of the Registrant (any person serving another organization in one or
more of the indicated capacities at the request of the Registrant who shall have
acted in good faith in the reasonable belief that his or her action was in the
best interest of such other organization to be deemed as having acted in such
manner with respect to the Registrant) or, to the extent that such matter
relates to service with respect to any employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan.
The Bylaws also provide that as to any matter disposed of by a compromise
payment by such director or officer, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interest of the
Registrant, after notice that it involves such indemnification: (a) by a
disinterested majority of the directors then in office; (b) by a majority of the
disinterested directors then in office, provided that there has been obtained an
opinion in writing of independent legal counsel to the effect that such director
or officer appears to have acted in good faith in the reasonable belief that his
or her action was in the best interest of the Registrant; or (c) by the holders
of a majority of the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock owned by an
interested director or officer. The Bylaws allow expenses, including counsel
fees, reasonably incurred by any director or officer in connection with the
defense or disposition of any such action, suit or other proceeding to be paid
from time to time by the Registrant in advance of the final disposition thereof
upon receipt of an undertaking by such director or officer to repay the amounts
so paid to the Registrant if it is ultimately determined that indemnification
for such expenses is not authorized by the Bylaws. The right of indemnification
provided in the Bylaws is not exclusive of and does not affect any other rights
to which any director or officer may be entitled. As used in the Bylaws, the
terms "director" and "officer" include the relevant individual's heirs,
executors and administrators, and an "interested" director or officer is one
against whom in such capacity the proceedings in question or another proceeding
on the same or similar grounds is then pending.
Section 67 of Chapter 156B of the Massachusetts General Laws further
authorizes a corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or other agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization with respect
to any employee benefit plan, against any liability incurred by him or her in
such capacity, or arising out of his or he status as such, whether or not the
corporation would have the power to indemnify him or her against such liability.
The Registrant has purchased directors' and officers' liability
insurance. Such insurance covers its directors and officers with respect to
liability that they may incur in connection with their serving as such.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
5. Opinion of Ropes & Gray.
23.1 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
to this registration statement).
23.2 Consent of Coopers & Lybrand L.L.P.
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<PAGE>
23.3 Consent of Clifford Chance
24. Powers of Attorney (included on signature page).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) 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 of 1933, as amended (the "Securities Act"), (ii) to
reflect in the prospectus any facts or events arising after the
effective date of this 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 this registration statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to
such information in this registration statement; provided, however,
-------- -------
that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(2) 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;
(3) 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.
(b) The undersigned 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 that is incorporated by reference in this registration statement
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) 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 of expenses incurred or paid by a director, officer or controlling
person of 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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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Andover, The Commonwealth of Massachusetts, on
the 22nd day of July, 1996.
FTP SOFTWARE, INC.
By /s/ David H. Zirkle
---------------------------
David H. Zirkle
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints
Glenn C. Hazard and John J. Warnock, Jr., and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, to sign on
his or her behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as each might or could do in person, hereby ratifying and confirming
each act that said attorneys-in-fact and agents 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 below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David H. Zirkle Chief Executive Officer and July 22, 1996
- --------------------------------- Chairman of the Board (Principal
David H. Zirkle Executive Officer) and a Director
/s/ John J. Warnock, Jr. Senior Vice President, Chief July 22, 1996
- --------------------------------- Financial Officer and Treasurer
John J. Warnock, Jr. (Principal Financial and
Accounting Officer)
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ John H. Keller Senior Vice President of Business July 22, 1996
- --------------------------- Operations and a Director
John H. Keller
/s/ Vinton G. Cerf
- --------------------------- Director July 22, 1996
Vinton G. Cerf
/s/ David D. Clark
- --------------------------- Director July 22, 1996
David D. Clark
/s/ F. David Fowler
- --------------------------- Director July 22, 1996
F. David Fowler
/s/ Louise A. Mathews Director July 22, 1996
- ---------------------------
Louise A. Mathews
/s/ Glenn C. Hazard President and Chief Operating July 22, 1996
- --------------------------- Officer and a Director
Glenn C. Hazard
</TABLE>
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<PAGE>
EXHIBIT INDEX
Number Title of Exhibit Page
- ------ ---------------- ----
5. Opinion of Ropes & Gray. 8
23.1 Consent of Ropes & Gray (contained in the opinion
filed as Exhibit 5 to this registration statement). 8
23.2 Consent of Coopers & Lybrand L.L.P. 9
23.3 Consent of Clifford Chance. 10
24. Powers of Attorney (included on signature page). 5
7
<PAGE>
[LETTERHEAD OF ROPES & GRAY APPEARS HERE]
Exhibit 5
July 22, 1996
FTP Software, Inc.
100 Brickstone Square
Fifth Floor
Andover, Massachusetts 01810
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with the registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 378,500 shares of common stock, $.01 par value
(the "Shares"), of FTP Software, Inc. (the "Company") under the Firefox
Communications Inc. 1995 Stock Option Plan (the "1995 Plan"), the Firefox
Communications Inc. 1995 Outside Directors Stock Option Plan (the "Outside
Directors Plan") and the Firefox Communications Limited 1994 Share Option Scheme
(the "1994 Scheme").
We have acted as counsel for the Company in connection with the
Registration Statement and are familiar with the actions taken by the Company in
connection therewith. For purposes of this opinion, we have examined copies of
the Registration Statement, the 1995 Plan, the Outside Directors Plan and the
1994 Scheme and such other documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received by the Company therefor in
accordance with the terms of the 1995 Plan, the Outside Directors Plan or the
1994 Scheme, respectively, the Shares will have been validly issued and will be
fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
Very truly yours,
/s/ ROPES & GRAY
8
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 31, 1996, except Note L for which the date
is March 27, 1996 on our audits of the consolidated financial statements of FTP
Software, Inc., (the "Company") as of December 31, 1995 and 1994, and for the
years ended December 31, 1995, 1994, and 1993, which report is included in the
Company's Annual report on Form 10-K as amended by Amendment No. 1 on Form 10-
K/A for December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 19, 1996
9
<PAGE>
Exhibit 23.3
July 22, 1996
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
USA
Attention: John B. Livingston
CONSENT OF EXPERT
We consent to the reference to our firm in the Prospectuses relating to the
Common Stock of FTP Software, Inc. (the "Company") offered pursuant to each of
(i) the Firefox Communications Limited 1994 Share Option Scheme (ii) the Firefox
Communications Inc. 1995 Stock Option Plan and (iii) the Firefox Communications
Inc. 1995 Outside Directors Stock Option Plan. We also consent to the filing of
this consent with the Company's registration statement on Form S-8 under the
Securities Act of 1933.
/s/ CLIFFORD CHANCE
10
