<PAGE>
As filed with the Securities and Exchange Commission on October 23, 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)
_________________________
FTP SOFTWARE, INC. 1996 EXECUTIVE EQUITY INCENTIVE PLAN
_________________________
(Full title of the plan)
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>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum aggregate
Title of securities to be Amount to be registered offering price per offering price(1) Amount of
registered share(1) registration fee(2)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 1,500,000 shares $9.50 $9,742,000 $2952.12
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The offering price for 1,400,000 shares not subject to options on the date
hereof has been estimated solely for the purpose of determining the
registration fee pursuant to Rules 457(h) and 457(c) on the basis of the
average of the high and low prices of the FTP Software, Inc. Common Stock,
par value $.01, reported on the Nasdaq National Market on October 22, 1996
($6.28). The offering price for 100,000 shares subject to options
outstanding on the date hereof is the actual exercise price of such options.
(2) Registration fee equals (a) $287.88 payable in respect of 100,000 shares
subject to options outstanding on the date hereof at an exercise price of
$9.50 per share and (b) $2,664.24 payable in respect of 1,400,000 shares
that have not been issued or made subject to options.
================================================================================
<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 Company'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, as amended by Amendment No. 1 on
Form 10-K/A filed with the Commission on April 29, 1996;
(b) all other reports filed by the Company 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;
(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; and
(d) the description of the Company's Junior Preferred Stock Purchase
Rights contained in its Registration Statement on Form 8-A under the
Exchange Act filed with the Commission on December 12, 1995, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company 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 and to be part
hereof 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 another organization, 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, in which he or she may be involved or
with which he or she may be threatened, while in office or
II-1
<PAGE>
thereafter, by reason of his or her being or having been such a director or
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 any
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 or with
respect to any employee benefit plan, against any liability incurred by him or
her in any such capacity, or arising out of his or her 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 W. Robert Kellegrew, Jr., Esq.
23.1 Consent of W. Robert Kellegrew, Jr., Esq. (contained in the opinion filed
as Exhibit 5 to this registration statement)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Clifford Chance
24 Powers of Attorney (included on signature page)
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<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 hereof), 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 with or furnished
to the Securities and Exchange Commission 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; and
(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 herein, 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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<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 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 23rd day of October, 1996.
FTP SOFTWARE, INC.
By: /s/ David H. Zirkle
-------------------
David H. Zirkle
Chairman and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints
Glenn C. Hazard, Douglas F. Flood 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 Chairman and Chief Executive October 23, 1996
- --------------------------- Officer (Principal Executive
David H. Zirkle Officer) and a Director
/s/ John J. Warnock, Jr. Senior Vice President, Chief October 23, 1996
- --------------------------- Financial Officer and Treasurer
John J. Warnock, Jr. (Principal Financial and
Accounting Officer)
/s/ Vinton G. Cerf Director October 23, 1996
- ---------------------------
Vinton G. Cerf
/s/ David D. Clark Director October 19, 1996
- ---------------------------
David D. Clark
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ------ -----
<S> <C> <C>
/s/ F. David Fowler Director October 23, 1996
- ---------------------------
F. David Fowler
/s/ Glenn C. Hazard President and a Director October 23, 1996
- ---------------------------
Glenn C. Hazard
/s/ John H. Keller Senior Vice President of Global October 23, 1996
- --------------------------- Engineering and Development and
John H. Keller a Director
/s/ John A. Kimberley Vice Chairman and a Director October 23, 1996
- ---------------------------
John A. Kimberley
/s/ Louise A. Mathews Director October 23, 1996
- ---------------------------
Louise A. Mathews
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER TITLE OF EXHIBIT
- ------ -----------------
<S> <C>
5 Opinion of W. Robert Kellegrew, Jr., Esq.
23.1 Consent of W. Robert Kellegrew, Jr., Esq.
(contained in the opinion filed as Exhibit 5 to
this registration statement)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Clifford Chance
24 Powers of Attorney (included on signature page)
</TABLE>
<PAGE>
EXHIBIT 5
October 23, 1996
FTP Software, Inc.
100 Brickstone Square
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 by FTP Software, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended ("the Act"), for the registration
of 1,500,000 shares of common stock, $.01 par value (the "Shares"), that may be
issued pursuant to awards granted under the FTP Software, Inc. 1996 Executive
Equity Incentive Plan (the "Plan").
I am Vice President and Deputy General Counsel of the Company and have
acted as counsel for the Company in connection with the Registration Statement
and am familiar with the actions taken by the Company in connection therewith.
For purposes of this opinion, I have examined copies of the Registration
Statement and the Plan and such other documents as I have deemed appropriate.
Based upon the foregoing, I am 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 Plan, the Shares will have been validly issued
and will be fully paid and non-assessable.
I hereby consent to the filing of this opinion as part of the Registration
Statement. In rendering this opinion and in giving such consent, I do not admit
that I am within the category of persons whose consent is required under Section
7 of the Act and the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ W. Robert Kellegrew, Jr.
W. Robert Kellegrew, Jr., Esq.
Vice President and Deputy General Counsel
<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
October 22, 1996
<PAGE>
EXHIBIT 23.3
October 22, 1996
FTP Software, Inc.
100 Brickstone Square
Andover
Massachusetts 01810
Attention: W. Robert Kellegrew, Jr., Esq.
We consent to the reference to our firm in the Prospectus relating to the
Common Stock of FTP Software, Inc. (the "Company") offered pursuant to
Company's 1996 Executive Equity Incentive 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
