<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998.
Registration No. 333-________
================================================================================
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)
<TABLE>
<S> <C>
DELAWARE 25-1628117
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
1000 FORE DRIVE
WARRENDALE, PENNSYLVANIA 15086-7502
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
FORE SYSTEMS, INC. 1998 STOCK OPTION PLAN
(Full Title of the Plan)
THOMAS J. GILL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FORE SYSTEMS, INC.
1000 FORE DRIVE
WARRENDALE, PENNSYLVANIA 15086-7502
(Name and Address of Agent for Service)
(724) 742-4444
(Telephone Number, Including Area Code, of Agent for Service)
----------
COPY OF ALL COMMUNICATIONS TO:
CHRISTOPHER H. GEBHARDT
VICE PRESIDENT, CORPORATE COUNSEL AND SECRETARY
FORE SYSTEMS, INC.
1000 FORE DRIVE
WARRENDALE, PENNSYLVANIA 15086-7502
(724) 742-7658
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
1998 Stock Option Plan 5,000,000 shares $17.625 $88,125,000 $25,997
====================================================================================================================================
</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 December 15, 1998.
<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, 1998 (No. 0-24156);
2. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended June 30, 1998 (No. 0-24156);
3. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended September 30, 1998 (No. 0-24156);
4. The Company's Current Report on Form 8-K, dated September 11, 1998;
5. The Company's Current Report on Form 8-K/A Amendment No. 1, dated
September 11, 1998;
6. The Company's Current Report on Form 8-K, dated October 1, 1998; and
7. 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. 1998 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.
II-1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued under this
Registration Statement will be passed upon for the Company by Morgan, Lewis &
Bockius LLP, Pittsburgh, Pennsylvania. As of December 22, 1998, Marlee S. Myers,
a partner of Morgan, Lewis & Bockius LLP, Pittsburgh, Pennsylvania, 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 Second 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.
II-2
<PAGE> 4
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. (as amended by
Certificate of Amendment dated May 6, 1996) (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996).
4.2 Second Amended and Restated By-Laws of FORE Systems, Inc. (as amended through March 5, 1997)
(incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1997).
4.3 FORE Systems, Inc. 1998 Stock Option Plan.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.
23.1 Consent of PricewaterhouseCoopers 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>
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.
II-3
<PAGE> 5
(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-4
<PAGE> 6
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
December 22, 1998.
FORE Systems, Inc.
By: /s/ Thomas J. Gill
--------------------------------------
Thomas J. Gill
President 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 Thomas J.
Gill and Bruce E. Haney, 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 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 Title Date
--------- ----- ----
<S> <C> <C>
/s/ Eric C. Cooper Chairman and a Director December 22, 1998
- --------------------------------
Eric C. Cooper
/s/ Thomas J. Gill President and Chief Executive Officer December 22, 1998
- -------------------------------- (Principal Executive Officer) and a Director
Thomas J. Gill
/s/ Robert D. Sansom Senior Vice President and Chief Technical December 22, 1998
- -------------------------------- Officer and a Director
Robert D. Sansom
/s/ Bruce E. Haney Senior Vice President and Chief Financial December 22, 1998
- -------------------------------- Officer (Principal Financial Officer)
Bruce E. Haney
/s/ Gary J. Brunner Vice President, Controller and Treasurer December 22, 1998
- -------------------------------- (Principal Accounting Officer)
Gary J. Brunner
/s/ John C. Baker Director December 22, 1998
- --------------------------------
John C. Baker
/s/ Daniel W. McGlaughlin Director December 22, 1998
- --------------------------------
Daniel W. McGlaughlin
/s/ Daniel R. Hesse Director December 22, 1998
- --------------------------------
Daniel R. Hesse
/s/ John T. LaMacchia Director December 22, 1998
- --------------------------------
John T. LaMacchia
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------------- --------------------------------------------------------------------------------------------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of FORE Systems, Inc. (as amended by
Certificate of Amendment dated May 6, 1996) (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996).
4.2 Second Amended and Restated By-Laws of FORE Systems, Inc. (as amended through March 5, 1997)
(incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1997).
4.3 FORE Systems, Inc. 1998 Stock Option Plan.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.
23.1 Consent of PricewaterhouseCoopers 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.
1998 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of the FORE Systems, Inc. 1998 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 of outstanding
ability, (ii) motivating such employees, by means of performance-related
incentives, to achieve longer-range performance goals and (iii) enabling such
employees to participate in the long-term growth and financial success of the
Company.
2. ADMINISTRATION
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 6,
awards in respect of an aggregate of up to 5,000,000 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
under the Plan 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. AWARDS OF STOCK OPTIONS
(a) AWARDS. The Committee shall have the discretion to grant awards of
stock options under the Plan to employees of the Company or any of its
subsidiaries ("Awards"). The Committee shall determine and designate from time
to time those individuals who shall receive Awards and the number of shares of
Common Stock to be covered by, and the other terms and conditions of, each
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 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 AWARDS. 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 Award shall be
designated in the applicable stock option agreement as an Incentive Stock Option
or a Nonqualified Option, as appropriate.
(c) EXERCISE PRICE. 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 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 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 Awards. Awards granted to the same or different participants, or
at the same or different times, need not contain similar provisions.
6. ADJUSTMENTS TO REFLECT CAPITAL CHANGES
The number and kind of shares subject to outstanding Awards, the
exercise price applicable thereto, and the number and kind of shares available
for 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. 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.
7. PAYMENT FOR STOCK
Full payment for shares purchased upon exercise of Awards 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
2
<PAGE> 3
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.
8. 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.
9. 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. 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.
10. 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.
11. NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT
No person shall have any claim of right to be granted an Award. 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.
12. 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.
13. 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 or any rule or procedure established by the Committee.
14. 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.
3
<PAGE> 4
15. 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.
16. 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.
17. 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 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 6.
18. EFFECTIVE DATE; TERMINATION OF PLAN
The Plan shall become effective on July 30, 1998, provided it has been
approved by the stockholders of the Company. The Plan shall terminate on July
30, 2008, unless it is earlier terminated by the Board. Termination of the Plan
shall not affect Awards previously granted under the Plan.
4
<PAGE> 1
EXHIBIT 5.1
MORGAN, LEWIS & BOCKIUS LLP
ONE OXFORD CENTRE
PITTSBURGH, PA 15219-1417
December 22, 1998
FORE Systems, Inc.
1000 FORE Drive
Warrendale, PA 15086-7502
Re: FORE Systems, Inc. - Form S-8 Registration Statement Relating to the
1998 Stock Option Plan
----------------------
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with 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 5,000,000 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. 1998 Stock Option Plan (the "Plan").
We have examined the Company's Amended and Restated Certificate of
Incorporation, as amended, the Company's Second 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
genuineness 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 validly issued, fully
paid and nonassessable.
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 the FORE Systems, Inc. 1998 Stock Option Plan of our
report dated April 22, 1998 appearing on page 24 of FORE Systems, Inc.'s Annual
Report on Form 10-K for the year ended March 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
December 22, 1998
