<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1996.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
FORE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1628117
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
174 THORN HILL ROAD
WARRENDALE, PENNSYLVANIA 15086-7586
(Address of principal executive offices) (Zip Code)
FORE SYSTEMS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
ERIC C. COOPER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FORE SYSTEMS, INC.
174 THORN HILL ROAD
WARRENDALE, PENNSYLVANIA 15086-7586
(Name and address of agent for service)
(412) 772-6600
(Telephone number, including area code, of agent for service)
COPY OF ALL COMMUNICATIONS TO:
CHRISTOPHER H. GEBHARDT
CORPORATE COUNSEL
FORE SYSTEMS, INC.
174 THORN HILL ROAD
WARRENDALE, PENNSYLVANIA 15086-7586
(412) 933-8119
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE (1)
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 5,500,000 shares $39.3125 $216,218,750 $74,559
1996 Stock Option Plan
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the
average of the high and low sale prices of the registrant's Common Stock
reported on the Nasdaq National Market on November 21, 1996.
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by FORE Systems, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement on Form S-8 (the "Registration
Statement"):
1. The Company's Annual Report on Form 10-K, filed with the
Commission for the fiscal year ended March 31, 1996 (No. 0-24156);
2. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended June 30, 1996 (No. 0-24156);
3. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended September 30, 1996 (No. 0-24156); and
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all
amendments and reports updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to
be a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the FORE Systems, Inc. 1996
Stock Option Plan meeting the requirements of Section 10(a) of the Securities
Act of 1933, as amended (the "Securities Act").
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration
Statement is registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of November 27, 1996, Marlee S. Myers, a partner of Morgan, Lewis &
Bockius LLP, Pittsburgh, Pennsylvania, beneficially owned 4,000 shares of the
Company's Common Stock and held options to acquire up to 40,000 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit
or eliminate, subject to certain statutory limitations, the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty,
<PAGE> 3
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 DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. Article Eighth of the Company's Amended
and Restated Certificate of Incorporation, as amended provides that the personal
liability of directors of the Company is eliminated to the fullest extent
permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director or officer of the corporation if it is determined that he acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article V of the Company's Amended and Restated By-laws provides
that the Company will indemnify any person who was or is a party or a witness
or is threatened to be made a party or a witness to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
entity, against all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties), and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. Article V further permits the Company to
maintain insurance on behalf of any such person against any liability asserted
against such person and incurred by such person in any such capacity or arising
out of his status as such, whether or not the Company would have the power to
indemnify such person against such liability under the DGCL. The Company
maintains directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (incorporated by
reference to Exhibit 3.1 to the Annual Report on Form 10-K of FORE Systems, Inc. for the
fiscal year ended March 31, 1996 (No. 0-24156)).
4.2 Amended and Restated By-Laws of FORE Systems, Inc. (incorporated by reference to Exhibit 4.1
to the Registration Statement on Form S-8 of FORE Systems, Inc. (File No. 333-1728)).
4.3 FORE Systems, Inc. 1996 Stock Option Plan.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this Registration Statement).
</TABLE>
II-2
<PAGE> 4
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;
(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 to
this Registration Statement) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(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) do 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.
* * *
(h) 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 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.
II-3
<PAGE> 5
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 the Borough of Warrendale, Commonwealth of Pennsylvania, on
November 27, 1996.
FORE Systems, Inc.
By: /s/ ERIC C. COOPER
--------------------------
Eric C. Cooper
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of FORE Systems, Inc. hereby constitutes and appoints Eric C.
Cooper and Thomas J. Gill, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, in any
and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act, including post-effective
amendments and other related documents, and to file the same with the
Securities and Exchange Commission under said Act, hereby granting power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all 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, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ ERIC C. COOPER Chairman and Chief Executive Officer November 27, 1996
- -------------------------------- (Principal Executive Officer) and a Director
Eric C. Cooper
President and a Director
- --------------------------------
Onat Menzilcioglu
/s/ THOMAS J. GILL Vice President, Finance, Chief Financial November 27, 1996
- -------------------------------- Officer and Treasurer (Principal Financial
Thomas J. Gill and Accounting Officer)
/s/ FRANCOIS J. BITZ Vice President, Engineering and a Director November 27, 1996
- --------------------------------
Francois J. Bitz
/s/ ROBERT D. SANSOM Vice President, Engineering, Secretary and a November 27, 1996
- -------------------------------- Director
Robert D. Sansom
/s/ JOHN C. BAKER Director November 27, 1996
- --------------------------------
John C. Baker
/s/ THOMAS J. CROTTY Director November 27, 1996
- --------------------------------
Thomas J. Crotty
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (incorporated by
reference to Exhibit 3.1 to the Annual Report on Form 10-K of FORE Systems, Inc. for the
fiscal year ended March 31, 1996 (No. 0-24156)).
4.2 Amended and Restated By-Laws of FORE Systems, Inc. (incorporated by reference to Exhibit 4.1
to the Registration Statement on Form S-8 of FORE Systems, Inc. (File No. 333-1728)).
4.3 FORE Systems, Inc. 1996 Stock Option Plan.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.3
FORE SYSTEMS, INC.
1996 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of the FORE Systems, Inc. 1996 Stock Option Plan (the
"Plan") is to promote the interests of FORE Systems, Inc. (the "Company") and
its stockholders by (i) attracting and retaining employees, directors,
consultants and advisors of outstanding ability, (ii) motivating such persons,
by means of performance-related incentives, to achieve longer-range performance
goals, and (iii) enabling such persons to participate in the long-term growth
and financial success of the Company.
2. ADMINISTRATION
Except as set forth in Section 6, the Plan shall be administered by a
committee (the "Committee") of the Board of Directors of the Company (the
"Board"). The Committee shall at all times consist of two or more persons, each
of whom qualifies as an "outside director" within the meaning of Section 162(m)
or any successor provision of the Internal Revenue Code of 1986, as amended
(the "Code") and applicable Treasury regulations thereunder, if such
qualification is deemed necessary in order for the grant or the exercise of
awards made under the Plan to qualify for any tax or other material benefit to
participants or the Company under applicable law. The Committee is authorized
to interpret the Plan, to prescribe, amend and rescind rules and regulations to
further the purposes of the Plan, and to make all other determinations
necessary for the administration of the Plan. All such actions by the Committee
shall be final and binding.
3. SHARES
(A) SHARES AVAILABLE. Subject to adjustment as provided in Section 7,
awards in respect of an aggregate of up to 5,500,000 shares of the Common Stock
of the Company, par value $.01 per share (the "Common Stock"), may be made
under the Plan. During the term of the Plan, no participant shall be granted
awards in respect of more than 400,000 shares of Common Stock in any calendar
year. The Common Stock to be offered under the Plan shall be authorized and
unissued Common Stock, or issued Common Stock which shall have been reacquired
by the Company and held in its treasury.
(B) SHARES SUBJECT TO TERMINATED AWARDS. The Common Stock covered by
any unexercised portion of terminated stock options granted under the Plan may
again be subject to new awards under the Plan. In the event the purchase price
of a stock option is paid in whole or in part through the delivery of Common
Stock, only the net number of shares of Common Stock issuable in connection
with the exercise of the option shall be counted against the number of shares
remaining available for the grant of awards under the Plan.
4. FAIR MARKET VALUE
For all purposes under the Plan, the term "Fair Market Value" shall
mean, as of any applicable date: (i) if the principal securities market on
which the Common Stock is traded is a national securities exchange or The
Nasdaq National Market ("NNM"), the closing price of the Common Stock on such
exchange or NNM, as the case may be, or if no sale of the Common Stock shall
have occurred on such date, on the next preceding date on which there was a
reported sale; or (ii) if the Common Stock is not traded on a national
securities exchange or NNM, the closing price on such date as reported by The
Nasdaq SmallCap Market, or if no sale of the Common Stock shall have occurred
on such date, on the next preceding date on which there was a reported sale; or
(iii) if the principal securities market on which the Common Stock is traded is
not a national securities exchange, NNM or The Nasdaq SmallCap Market, the
average of the bid and asked prices reported by the National Quotation Bureau,
Inc.; or (iv) if the price of the Common Stock is not so reported, the Fair
Market Value of the Common Stock as determined in good faith by the Committee.
<PAGE> 2
5. DISCRETIONARY AWARDS OF STOCK OPTIONS
(A) DISCRETIONARY AWARDS. The Committee shall have the discretion to
grant awards of stock options under the Plan to employees, directors,
consultants and advisors of the Company or any of its subsidiaries
("Discretionary Awards"), provided that such consultants or advisors render
bona fide services which are not in connection with the offer or sale of
securities in a capital-raising transaction. The Committee shall determine and
designate from time to time those individuals who shall receive Discretionary
Awards and the number of shares of Common Stock to be covered by, and the other
terms and conditions of, each Discretionary Award. In making its
determinations, the Committee shall take into account the present and potential
contributions of the respective individuals to the success of the Company, and
such other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan. Each Discretionary Award shall be
evidenced by a written stock option agreement in such form as the Committee
shall approve from time to time.
(B) DESIGNATION OF DISCRETIONARY AWARDS. Discretionary Awards may be
in the form of stock options which qualify as "incentive stock options"
("Incentive Stock Options") within the meaning of Section 422 or any successor
provision of the Code, or stock options which do not so qualify ("Nonqualified
Options"). Each Discretionary Award shall be designated in the applicable
stock option agreement as an Incentive Stock Option or a Nonqualified Option,
as appropriate.
(C) EXERCISE PRICE. Discretionary Awards shall be granted at an
exercise price of not less than 100% of the Fair Market Value on the date of
grant. Incentive Stock Options granted to a participant who at the time of such
grant owns (within the meaning of Section 424(d) of the Code) more than ten
percent of the voting power of all classes of stock of the Company (a "10%
Holder") shall be granted at an exercise price of not less than 110% of the
Fair Market Value on the date of grant.
(D) TERM AND TERMINATION. The Committee shall determine the term
within which each Discretionary Award may be exercised, in whole or in part,
provided that (i) such term shall not exceed ten years from the date of grant;
(ii) the term of an Incentive Stock Option granted to a 10% Holder shall not
exceed five years from the date of grant; and (iii) the aggregate Fair Market
Value (determined on the date of grant) of Common Stock with respect to which
Incentive Stock Options granted to a participant under the Plan or any other
plan of the Company and its subsidiaries become exercisable for the first time
in any single calendar year shall not exceed $100,000. Unless otherwise
determined by the Committee, all rights to exercise Discretionary Awards shall
terminate on the first to occur of (i) the scheduled expiration date as set
forth in the applicable stock option agreement, or (ii) thirty (30) days
following the date of termination of employment for any reason other than the
death or permanent disability (as defined in the Code) of the participant, or
(iii) one (1) year following the date of termination of employment by reason of
the participant's death or permanent disability.
(E) OTHER TERMS AND CONDITIONS. The Committee shall have the
discretion to determine terms and conditions, consistent with the Plan, that
will be applicable to Discretionary Awards. Awards granted to the same or
different participants, or at the same or different times, need not contain
similar provisions.
6. AUTOMATIC AWARDS OF STOCK OPTIONS TO MEMBERS OF THE BOARD
(A) INITIAL AWARD. Each person who first becomes a member of the Board
after August 15, 1996 shall receive a Nonqualified Option to purchase 10,000
shares of the Common Stock (an "Initial Award") on the date such person first
becomes a member of the Board. Unless otherwise determined by the Board, each
Initial Award shall become exercisable in three annual installments of 3,334,
3,333 and 3,333 shares, respectively, beginning on the first anniversary of the
date of grant, provided that the optionee continues to serve as a member of the
Board on each such anniversary date.
<PAGE> 3
(B) ANNUAL AWARDS. Each person who is a member of the Board immediately
preceding the annual meeting of the stockholders of the Company in each year
beginning in 1996 (the "Annual Meeting Date") shall receive a Nonqualified
Option to purchase 2,000 shares of the Common Stock (an "Annual Award") on the
Annual Meeting Date, provided that in 1996, the Annual Award shall be made on
August 15, 1996 to each person who is then a member of the Board and who was a
member of the Board on the Annual Meeting Date in 1996. Each Annual Award shall
be immediately exercisable in full.
(C) EXERCISE PRICE. The exercise price of each Initial Award and each
Annual Award shall be the Fair Market Value on the date of grant.
(D) TERM AND TERMINATION. The term of each Initial Award and each
Annual Award shall be ten years, provided that all rights to exercise options
granted thereunder shall terminate on the first to occur of (i) the scheduled
expiration date of such option, or (ii) one year following the date of
termination of service as a director.
7. ADJUSTMENTS TO REFLECT CAPITAL CHANGES
The number and kind of shares subject to outstanding Discretionary
Awards, Initial Awards and Annual Awards, the exercise price applicable
thereto, and the number and kind of shares available for Discretionary Awards,
Initial Awards and Annual Awards subsequently granted under the Plan shall be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the Plan or the awards granted under the
Plan. The Committee shall have the power and sole discretion to determine the
nature and amount of the adjustment to be made in each case. The adjustment so
made shall be final and binding on all participants.
8. PAYMENT FOR STOCK
Full payment for shares purchased upon exercise of awards granted
under the Plan shall be made at the time the award is exercised in whole or in
part. Payment of the purchase price shall be made in cash or in such other
form as the Committee may approve, including, without limitation, (i) by the
delivery to the Company by the participant of a promissory note containing such
terms as the Committee may determine, or (ii) by the delivery to the Company by
the participant of shares of Common Stock that have been held by the
participant for at least six months prior to exercise of the award, valued at
the Fair Market Value of such shares on the date of exercise or (iii) pursuant
to a cashless exercise arrangement with a broker on such terms as the Committee
may determine; provided, however, that if payment is made pursuant to clause
(i), the par value of the purchased shares shall be paid in cash. No shares of
Common Stock shall be issued to the participant until such payment has been
made, and a participant shall have none of the rights of a stockholder with
respect to options held by such participant.
9. TRANSFERABILITY
Unless otherwise determined by the Committee with respect to
Nonqualified Options, options granted under the Plan shall not be transferable
other than by will or the laws of descent and distribution and are exercisable
during a participant's lifetime only by the participant.
10. WITHHOLDING
The Company shall have the right to deduct from all amounts paid to a
participant in cash as salary, bonus or other compensation any taxes required
by law to be withheld in respect of awards granted under the Plan. In the
Committee's discretion, a participant may be permitted to elect to have
withheld from the shares otherwise issuable to the participant, or to tender to
the Company, the number of shares of Common Stock whose Fair Market Value
equals the amount required to be withheld.
3
<PAGE> 4
11. CONSTRUCTION OF THE PLAN
The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to the conflict of law provisions of such laws.
12. NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT
Except as set forth in Section 6, no person shall have any claim of
right to be granted an award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its subsidiaries or as giving
any consultant, advisor or director any right to continue to serve in such
capacity.
13. AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES
Income recognized by a participant pursuant to the provisions of the
Plan shall not be included in the determination of benefits under any employee
pension benefit plan (as such term is defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974) or group insurance or other benefit
plans applicable to the participant which are maintained by the Company or any
of its subsidiaries, except as may be provided under the terms of such plans or
determined by resolution of the Board.
14. NO STRICT CONSTRUCTION
No rule of strict construction shall be implied against the Company,
the Committee, or any other person in the interpretation of any of the terms of
the Plan, any award granted under the Plan or any rule or procedure established
by the Committee.
15. CAPTIONS
All Section headings used in the Plan are for convenience only, do not
constitute a part of the Plan, and shall not be deemed to limit, characterize
or affect in any way any provisions of the Plan, and all provisions of the Plan
shall be construed as if no captions have been used in the Plan.
16. SEVERABILITY
Whenever possible, each provision in the Plan and every award at any
time granted under the Plan shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of the Plan or
any award at any time granted under the Plan shall be held to be prohibited by
or invalid under applicable law, then such provision shall be deemed amended to
accomplish the objectives of the provision as originally written to the fullest
extent permitted by law, and all other provisions of the Plan and every other
award at any time granted under the Plan shall remain in full force and effect.
17. LEGENDS
All certificates for Common Stock delivered under the Plan shall be
subject to such transfer and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange or quotation system upon which the
Common Stock is then listed or quoted and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate references to such restrictions.
4
<PAGE> 5
18. AMENDMENT
The Board may, by resolution, amend or revise the Plan, except that
such action shall not be effective without stockholder approval if such
stockholder approval is required to maintain the compliance of the Plan and/or
awards granted to directors, executive officers or other persons with Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or any
successor rule. The Board may not modify any options previously granted under
the Plan in a manner adverse to the holders thereof without the consent of such
holders, except in accordance with the provisions of Section 7.
19. EFFECTIVE DATE; TERMINATION OF PLAN
The Plan shall become effective on August 15, 1996, provided it has
been approved by the stockholders of the Company. The Plan shall terminate on
August 14, 2006, unless it is earlier terminated by the Board. Termination of
the Plan shall not affect awards previously granted under the Plan.
5
<PAGE> 1
EXHIBIT 5.1
November 26, 1996
FORE Systems, Inc.
174 Thorn Hill Road
Warrendale, PA 15086-7535
Re: FORE SYSTEMS, INC. - FORM S-8 REGISTRATION STATEMENT
RELATING TO THE 1996 STOCK OPTION PLAN
----------------------------------------------------
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and the regulations thereunder.
The Registration Statement relates to 5,500,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of FORE Systems, Inc. which will be
issued pursuant to the FORE Systems, Inc. 1996 Stock Option Plan (the "Plan").
We have examined the Company's Amended and Restated Certificate of
Incorporation, as amended, the Company's Amended and Restated By-Laws, as
amended, minutes and such other documents, and have made such inquiries of the
Company's officers, as we deemed appropriate. In our examination, we have
assumed the genuiness of all signatures, the authenticity of all items
submitted to us as originals, and the conformity with originals of all items
submitted to us as copies.
Based upon the foregoing, it is our opinion that the Company's Common Stock
originally issued by the Company to eligible participants through the Plan,
when issued and delivered as contemplated by the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 25, 1996, which appears on page
25 of FORE Systems, Inc.'s Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
November 27, 1996
