<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1996.
Registration No. 333-00788
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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
of incorporation or organization) Identification No.)
174 THORN HILL ROAD
WARRENDALE, PENNSYLVANIA 15086-7586
(Address of principal executive offices) (Zip Code)
FORE SYSTEMS, INC. RESTRICTED STOCK AGREEMENTS
WITH FRED SEPAH, NASSER HIEKALI, HIMANSHU VAISHNAV AND STEVE KRICHMAN
(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
================================================================================
<PAGE> 2
This Post-Effective Amendment No. 1 to Form S-8 (the "Amendment")
amends and supplements the registration statement on Form S-8 (the
"Registration Statement") filed by FORE Systems, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") on January 31, 1996 (File
No. 333-00788). This Amendment relates to 691,584 shares (the "Shares")(1) of
the Company's Common Stock, par value $.01 per share (the "Common Stock"),
registered under the Registration Statement.(2)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated by reference into this Amendment:
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 Report on Form 10-C, filed with the Commission
on June 13, 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 Amendment, but prior to the filing of a post-effective amendment
to this Amendment which indicates that all securities offered by this Amendment
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this Amendment. Each
document incorporated by reference into this Amendment shall be deemed to be a
part of this Amendment 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
Amendment or by any document which constitutes part of the prospectus relating
to a Restricted Stock Agreement, dated as of August 28, 1995, between
CellAccess Technology, Inc. ("CAT") and each of Fred Sepah, Nasser Hiekali,
Himanshu Vaishnav and Steve Krichman (collectively the "CAT Founders"), as
amended by an Amendment to Restricted Stock Agreement, dated as of November 17,
1995, by and among CAT, the Company and each of the CAT Founders (as so
amended, the "Agreements") meeting the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
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1 This number reflects the number of shares of the Company's Common Stock held
in the aggregate by the CAT Founders (as defined below) as of January 31, 1996,
the effective date (the "Effective Date") of the Registration Statement. A
portion of such Shares may have been sold by the CAT Founders subsequent to
such Effective Date.
2 On May 6, 1996, the Board of Directors of the Company declared a two-for-one
Common Stock split in the form of a Common Stock dividend paid on June 3, 1996
to stockholders of record on May 20, 1996 ("Stock Dividend"). Common Stock
share data represented in this Amendment has been retroactively adjusted to
give effect to the Stock Dividend.
II-1
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Amendment is
registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of September 23, 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, 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.
On November 17, 1995, each of the CAT Founders received 259,342 shares
of the Company's Common Stock in connection with the acquisition of CAT by the
Company. The issuance and sale of such shares was intended to be exempt from
registration under the Securities Act by virtue of Section 4(2) thereof.
Pursuant to the Agreements, each CAT Founder granted the Company the right to
repurchase up to 172,896 shares in certain circumstances.
II-2
<PAGE> 4
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Amendment:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<S> <C>
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).
</TABLE>
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 Amendment:
(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 Amendment (or
the most recent post-effective amendment to the Registration
Statement) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the 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 the 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 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.
* * *
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<PAGE> 5
(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-4
<PAGE> 6
FORE SYSTEMS, INC.
691,584 SHARES
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-----------------------
The common stock, par value $.01 per share (the "Common Stock"), of
FORE Systems, Inc. (the "Company") is quoted on the Nasdaq National Market. The
last reported sale price of the Common Stock on the Nasdaq National Market on
September 20, 1996 was $40 per share.
-----------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN CONSIDERATIONS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
-----------------------
This Prospectus relates to an aggregate of 691,584 shares (the
"Shares")(1) of Common Stock, of which 172,896 shares were held of record by
Fred Sepah as of the Effective Date, 172,896 shares were held of record by
Nasser Hiekali as of the Effective Date, 172,896 shares were held of record by
Himanshu Vaishnav as of the Effective Date and 172,896 shares were held of
record by Steve Krichman as of the Effective Date. Fred Sepah, Nasser Hiekali,
Himanshu Vaishnav and Steve Krichman are referred to herein collectively as the
"Selling Stockholders." The Shares offered hereby are a portion of an aggregate
of 1,037,368 shares of Common Stock acquired by the Selling Stockholders in
connection with the merger, effective November 17, 1995, of Benjamin Acquisition
Corporation ("Benjamin"), a wholly-owned subsidiary of the Company, with and
into CellAccess Technology, Inc. ("CAT"). The Shares are subject to repurchase
by the Company in certain circumstances. See "The Selling Stockholders." The
purpose of this Prospectus is to permit the Selling Stockholders, if they
desire, to dispose of some or all of the Shares at such times and at such prices
as they choose. Whether such sales will be made and the timing and amount of any
sale is within the sole discretion of each Selling Stockholder. The Company has
been advised that any sales of Shares will be effected in open market or
privately negotiated transactions. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is September 23, 1996.
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1 This number reflects the number of shares of the Company's Common Stock held
in the aggregate by the Selling Stockholders (as defined below) as of January
31, 1996, the effective date (the "Effective Date") of the Registration
Statement (as defined below) of which this Prospectus forms a part. The number
of shares of the Company's Common Stock held by each of the Selling Stockholders
as presented hereinafter likewise reflects the number of shares of the Company's
Common Stock held as of the Effective Date. A portion of such Shares may have
been sold by each Selling Stockholder subsequent to the Effective Date. All
data presented herein has been retroactively adjusted to give effect to a
two-for-one Common Stock split in the form of a Common Stock dividend paid on
June 3, 1996 to Stockholders of record on May 20, 1996.
<PAGE> 7
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In
addition, reports, proxy statements, registration statements and certain other
filings made with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system are publicly available through the
Commission's site on the Internet's World Wide Web, located at
http://www.sec.gov. The registration statement of which this Prospectus forms a
part, including all exhibits thereto and amendments thereof, has been filed
with the Commission through EDGAR.
The Company has filed with the Commission a registration statement on
Form S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offering made hereby. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain portions of which are omitted in accordance with the rules
and regulations of the Commission. Statements contained in this Prospectus as
to the contents of any agreement or other document are summaries which are not
necessarily complete and in each instance reference is made to the copy of such
agreement or other document filed as an exhibit to the Registration Statement,
each such statement herein being qualified in all respects by such reference.
Such additional information may be obtained from the Commission's principal
office in Washington, D.C. as set forth above. For further information,
reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996, the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996, the Company's Report on Form 10-C dated June 13,
1996 and the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A under the Exchange Act are hereby
incorporated by reference in this Prospectus. All reports and other documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof and prior to the termination of the
offering described herein shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus. The
Company will provide, without charge, to each person to whom this Prospectus is
delivered, upon written or oral request of such person, a copy (without certain
exhibits) of any or all documents incorporated by reference in this Prospectus.
Requests for such copies should be directed to Investor Relations, FORE Systems,
Inc., 174 Thorn Hill Road, Warrendale, Pennsylvania 15086-7586, telephone (412)
772-6600.
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<PAGE> 8
RISK FACTORS
Prospective investors should consider carefully the following factors,
in addition to the other information contained in this Prospectus or
incorporated herein by reference, in evaluating an investment in the shares of
Common Stock offered hereby.
The following risk factors, in addition to the risks described
elsewhere in the reports and other filings incorporated herein by reference, as
modified or superseded by documents that are subsequently filed and
incorporated by reference herein, may cause actual results to differ materially
from those in any forward-looking statements contained or incorporated by
reference herein or which are contained under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1996 and Annual Report on Form 10-K for the fiscal year ended March 31,
1996, as well as under the caption "Business - Strategy" in such Form 10-K and
other such statements contained in the reports and other filings incorporated
herein by reference or made in the future by the Company or its
representatives:
SUBSTANTIAL DEPENDENCE ON ATM; EARLY STAGE OF MARKET DEVELOPMENT. Asynchronous
Transfer Mode ("ATM") is an industry standard for high-speed local-area and
wide-area networking. Although many network equipment suppliers have introduced
or announced plans to introduce ATM-based products and several public carriers
have implemented or announced plans to implement ATM services, the ATM market
is still emerging and only a limited number of users have installed ATM
networks. Sales of ATM networking products and related services are expected
to continue to account for a substantial portion of the Company's revenue for
the foreseeable future. The Company's business strategy is based on the belief
that ATM will be the technology underlying switched enterprise-wide networks as
well as the interactive broadband architecture of future network environments.
Accordingly, the Company's business opportunities and results of operations
will be dependent on continued growth and market acceptance of ATM technology
and in the ability of the Company to offer products that provide a smooth and
seamless migration path from existing networking technologies to ATM. In the
event that networking products based on ATM fail to achieve broad commercial
acceptance, the Company would be materially adversely affected.
MANAGEMENT OF GROWTH. The Company has experienced rapid growth, both in sales
and in the number of its employees, which has placed and could continue to
place a significant strain on its resources. Certain of the Company's senior
management and other key employees have not had previous experience in managing
a large company. The integration of ALANTEC Corporation, which was acquired by
the Company in February 1996, in addition to the integration of three smaller
companies, acquired during the 1996 fiscal year, has required, and will
continue for the foreseeable future to require, substantial attention from
senior management and key employees of the Company. In addition, the Company
may in the future acquire additional businesses, products or technologies.
There can be no assurance that the Company will be able to manage its expansion
or integrate the operations of any businesses, products or technologies it has
acquired or may in the future acquire; the failure to do so could materially
adversely affect the Company.
EVOLVING INDUSTRY STANDARDS AND RAPID TECHNOLOGICAL DEVELOPMENT. The markets
for the Company's products are characterized by evolving industry standards and
rapid technological development. The Company's success will depend, in part,
upon its ability to influence the development of industry standards, to
maintain its technological leadership, to enhance and expand its existing
product offerings and to develop in a timely manner new products which achieve
market acceptance. The Company believes that its ability to compete
successfully is also dependent upon the continued compatibility and
interoperability of its products with products and architectures offered by
various vendors and on the timely development of industry standards. There can
be no assurance that the Company will be able effectively to address the
compatibility and interoperability issues raised by technological changes or
that new industry standards will be developed in a timely manner. The Company
would be materially adversely affected if it were to incur significant delays
or be unsuccessful in developing new products or enhancements, if any such
products or enhancements did not gain market acceptance, or if a delay in the
creation of industry standards resulted in customers deciding not to deploy
3
<PAGE> 9
ATM in their networks or to delay such deployment. In addition, there can be no
assurance that products or technologies developed by others will not render the
Company's products noncompetitive or obsolete.
DEPENDENCE ON KEY PERSONNEL. The Company's success to date has been
significantly dependent on the contributions of its founders, Eric C. Cooper,
Onat Menzilcioglu, Francois J. Bitz and Robert D. Sansom, and the loss of the
services of one or more of them could have a material adverse effect on the
Company. The Company's success also depends, to a significant extent, upon a
number of other key employees. The loss of the services of one or more of these
key employees also could have a material adverse effect on the Company. The
Company believes that its future success will depend not merely on retaining
its key personnel, but also upon its ability to attract and retain additional
highly-skilled technical, managerial, manufacturing, sales and marketing
personnel. Competition for such personnel is intense. There can be no assurance
that the Company will be able to anticipate accurately, or to obtain, the
personnel that it may require in the future. The failure to obtain needed
personnel, when and as needed, could have a material adverse effect on the
Company.
DEPENDENCE ON CUSTOMERS. Revenue from United States government agencies
represented approximately 7%, 7% and 10% of the Company's revenue on a
consolidated basis for the years ended March 31, 1996, 1995 and 1994,
respectively. These United States government customers include more than twenty
different agencies, each of which makes its own procurement decisions. These
government customers may from time to time reduce their budgets and
expenditures or cancel orders. In addition, current Congressional initiatives
to balance the federal budget could curtail spending of government agencies in
a manner which may lead such customers to reduce their expenditures for the
Company's products. Reductions in sales to current customers, if not offset by
sales to new or existing customers, could have a material adverse effect on the
Company.
INTERNATIONAL SALES, REGULATORY STANDARDS AND CURRENCY EXCHANGE. International
sales accounted for approximately 39% of the Company's revenue on a
consolidated basis for the year ended March 31, 1996 and approximately 41% of
the Company's revenue on a consolidated basis for the quarter ended June 30,
1996. The Company expects that international sales will continue to be a
significant portion of its business as it seeks to expand its international
presence. However, there can be no assurance that the Company's revenue from
international sales will continue to increase in the future; a decline in
international sales could have a material adverse effect on the Company. While
the Company's current products are designed to meet relevant regulatory
requirements of foreign markets in which they are sold, any inability to obtain
any required foreign regulatory approvals on a timely basis could have a
material adverse effect on the Company. Additionally, the Company's
international business may be affected by changes in demand resulting from
fluctuations in currency exchange rates and local purchasing practices,
including seasonal fluctuations in demand and slower payment of invoices, as
well as by risks such as increases in duty rates, difficulties in distribution
and constraints upon international trade.
EFFECT OF ECONOMIC AND MARKET CONDITIONS. Sales of networking products
fluctuate, from time to time, based on numerous factors, including customers'
capital spending levels and general economic conditions. Future declines in
networking product sales, as a result of general economic conditions or for any
other reason, could have a material adverse effect on the Company.
LIMITED OPERATING HISTORY; POTENTIAL FLUCTUATIONS IN OPERATING RESULTS. The
Company was founded in April 1990 and first shipped products in November 1991.
Although the Company has historically experienced increasing sales, the Company
may experience fluctuations in operating results in the future, both on an
annual and a quarterly basis, caused by various factors, including general
economic conditions, specific economic conditions in the computer networking
industry, the size and timing of customer orders, the pattern and seasonality
of customer purchasing cycles, the introduction of new products by the Company
or its competitors, the mix of products sold and the mix of product channels
through which products are sold. In addition, as a strategic response to a
changing competitive environment, the Company may elect, from time to time, to
make certain pricing, product or marketing decisions, and any such decisions
could have a material adverse effect on its periodic results of operations,
including revenue and profits from quarter to quarter.
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<PAGE> 10
POTENTIAL VOLATILITY OF STOCK PRICE. The market price of the Company's Common
Stock has been and may continue to be volatile. Factors such as fluctuations in
the Company's operating results, announcements of technological innovations or
new products by the Company or its competitors, developments with respect to
patents or proprietary rights, changes in financial estimates by, or
expectations or recommendations of, securities analysts, general market
conditions and sales of substantial amounts of the Company's Common Stock in
the public market, or the prospect of such sales, may have a significant effect
on the market price of its Common Stock.
ANTITAKEOVER EFFECT OF CERTAIN CHARTER, BY-LAW AND OTHER PROVISIONS. Certain
provisions of the Company's Amended and Restated Certificate of Incorporation,
as amended, and Amended and Restated By-laws and Delaware law could have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the Company.
Such provisions could limit the price that certain investors might be willing
to pay in the future for shares of the Company's Common Stock. Certain of such
provisions allow the Company to issue preferred stock with rights senior to
those of the Common Stock and impose various procedural and other requirements
which could make it more difficult for stockholders to effect certain corporate
actions.
USE OF PROCEEDS
The Company will not derive any proceeds from the sale of any of the
Shares of Common Stock offered hereby.
THE SELLING STOCKHOLDERS
The Shares offered hereby are a portion of an aggregate of 1,037,368
shares of Common Stock acquired by the Selling Stockholders in connection with
the merger, effective November 17, 1995, of Benjamin, a wholly-owned subsidiary
of the Company, with and into CAT (the "CAT Merger") pursuant to an Agreement
and Plan of Reorganization, dated as of November 13, 1995, by and among the
Company, Benjamin, CAT and the Selling Stockholders (the "CAT Agreement").
In connection with the CAT Merger, each of the Selling Stockholders
entered into a certain Amendment to Restricted Stock Agreement, dated as of
November 17, 1995, with CAT and the Company (as so amended, the "Restricted
Stock Agreements"). Pursuant to the Restricted Stock Agreements, each Selling
Stockholder granted the Company the right to repurchase up to 172,896 shares of
the 259,342 shares of Common Stock received by him in the CAT Merger in the
event that the employment of such Selling Stockholder with CAT or the Company
was terminated (i) by the Company for "cause" or (ii) by the Selling
Stockholder without "good reason" (as such terms are defined in the "Restricted
Stock Agreements.") The repurchase right lapses as to one-sixth of such shares
on March 1 and September 1 of each year commencing on March 1, 1996 and ending
of September 1, 1998.
Pursuant to the terms of the CAT Agreement, the Company was obligated
to file a registration statement on Form S-8 under the Securities Act (the
"Form S-8 Registration Statement") to register the shares subject to the
repurchase right and to use its best efforts to cause such registration
statement to become effective and to remain current and effective for up to two
years following effectiveness so as to permit a public offering of such shares.
The Registration Statement with which this Prospectus was filed constitutes
such registration statement. In addition, pursuant to the CAT Agreement, the
Company was obligated to file a Registration Statement on Form S-3 (the "Form
S-3 Registration Statement") to register, among others, an aggregate of 345,784
shares of Common Stock received by the Selling Stockholders in the CAT Merger
not subject to repurchase by the Company. The Form S-3 Registration Statement
was declared effective by the Commission on January 23, 1996.
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<PAGE> 11
Prior to the CAT Merger, Fred Sepah and Himanshu Vaishnav were
directors of CAT. Fred Sepah served as CAT's President and Chief Technical
Officer, Himanshu Vaishnav served as CAT's Executive Vice President Marketing
and Sales and Chief Financial Officer and Nasser Hiekali and Steve Krichman
served as CAT's director of hardware development and CAT's director of software
development, respectively. The Selling Stockholders were the holders of
approximately 89% of the Common Stock of CAT outstanding immediately prior to
the effective time of the CAT Merger. Assuming all the shares offered hereby
and all the shares beneficially owned by the Selling Stockholders covered by
the Form S-3 Registration Statement are sold, the Selling Stockholders will own
no shares of Common Stock of the Company.
PLAN OF DISTRIBUTION
The purpose of this Prospectus is to permit the Selling Stockholders,
if they desire, to dispose of some or all of the Shares at such times and at
such prices as they choose. Whether sales of Shares will be made, and the
timing and amount of any sale made, is within the sole discretion of the
Selling Stockholders. The Company has been advised that the Selling
Stockholders intend to make any sales of Shares in open-market transactions at
prevailing market prices or in privately negotiated transactions (which may
include a transaction with a market maker). Negotiated block transactions may
be at prices which differ from prevailing prices as reported on the Nasdaq
National Market. Usual and customary commissions or specially negotiated
brokerage fees may be paid by the Selling Stockholders in connection with such
sales.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
March 31, 1996, have been so incorporated in reliance upon the report of Price
Waterhouse LLP, independent accountants, given on the authority of such firm as
experts in auditing and accounting.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Morgan, Lewis & Bockius LLP, Pittsburgh,
Pennsylvania. As of September 20, 1996, Marlee S. Myers, a partner of Morgan,
Lewis & Bockius LLP, beneficially owned 4,000 shares of the Common Stock of the
Company and held options to acquire up to 40,000 shares of the Company's Common
Stock.
6
<PAGE> 12
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE 691,584 SHARES
SECURITIES TO WHICH IT RELATES OR AN
OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
FORE SYSTEMS, INC.
COMMON STOCK
--------- (PAR VALUE $.01 PER SHARE)
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information.....................2
Incorporation of Certain Information
by Reference............................2
Risk Factors..............................3
Use of Proceeds...........................5
The Selling Stockholders..................5
Plan of Distribution......................6
Experts...................................6
Validity of Common Stock..................6
</TABLE>
<PAGE> 13
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 Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of Warrendale, Commonwealth of Pennsylvania, on September 23, 1996.
FORE Systems, Inc.
By: /s/ ERIC C. COOPER
--------------------------
Eric C. Cooper
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/S/ ERIC C. COOPER Chairman and Chief Executive Officer September 23, 1996
- -------------------------------- (Principal Executive Officer) and a Director
Eric C. Cooper
* President and a Director September 23, 1996
- --------------------------------
Onat Menzilcioglu
* Vice President, Finance, Chief Financial September 23, 1996
- -------------------------------- Officer and Treasurer (Principal Financial
Thomas J. Gill and Accounting Officer)
* Vice President, Engineering and a Director September 23, 1996
- --------------------------------
Francois J. Bitz
* Vice President, Engineering, Secretary and a September 23, 1996
- -------------------------------- Director
Robert D. Sansom
* Director September 23, 1996
- --------------------------------
John C. Baker
* Director September 23, 1996
- --------------------------------
Thomas J. Crotty
</TABLE>
- ---------------------------
* By: /s/ ERIC C. COOPER
------------------------------------------
Eric C. Cooper, Attorney in Fact
pursuant to powers of attorney previously
filed as part of this Registration Statement
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ---------------------------------------------------------
<S> <C>
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).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
ONE OXFORD CENTRE
PITTSBURGH, PA 15219-1417 MORGAN, LEWIS & BOCKIUS LLP
412-560-3300 COUNSELORS AT LAW
FAX 412-560-3399
September 23, 1996
FORE Systems, Inc.
174 Thorn Hill Road
Warrendale PA 15086-7535
Re: FORE Systems, Inc. - Post-Effective Amendment No. 1 to Registration
Statement on Form S-8,
File No. 333-00788, Relating to Restricted Stock Agreements
-------------------------------------------------------------------
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of Post-Effective
Amendment No. 1 to Registration Statement on Form S-8, File No. 333-00788,
relating to Restricted Stock Agreements (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 the sale by certain selling stockholders
identified in the Registration Statement of an aggregate of up to 691,584
shares (the "Shares") of the Company's Common Stock, par value $.01 per share.
We have examined the Company's Amended and Restated Certificate of
Incorporation, as amended, the Company's Amended and Restated By-Laws, 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 Shares have been validly
issued and are 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 the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 333-00788) of
FORE Systems, Inc. of our report dated April 25, 1996 appearing on page 25 of
FORE Systems, Inc.'s Annual Report on Form 10-K for the fiscal year ended March
31, 1996. We also consent to the reference to us under the heading ""Experts"
in such Prospectus.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
Pittsburgh, Pennsylvania
September 23, 1996
