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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<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)
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FORE SYSTEMS, INC. 1995 STOCK INCENTIVE 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)
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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
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CALCULATION OF REGISTRATION FEE
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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)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share
1995 Stock Incentive Plan 249,238 shares $17.625 $4,392,820 $1,296
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(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.
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This Registration Statement on Form S-8 (the "Registration Statement") of FORE
Systems, Inc. (the "Company") relates to the registration of the issuance and
sale of up to an aggregate of 249,238 shares of the Company's Common Stock, par
value $.01 per share ("Common Stock"), pursuant to the Company's 1995 Stock
Incentive Plan (the "Plan"). A registration statement on Form S-8 (File No.
33-99350) (the "November Registration Statement") with respect to the issuance
and sale of up to an aggregate of 5,600,000 shares of Common Stock issuable
under the Plan was filed with the Securities and Exchange Commission (the
"Commission") on November 14, 1995 and is currently effective. A registration
statement on Form S-8 (File No. 333-4052) (the "April Registration Statement")
with respect to the issuance and sale of up to an aggregate of 3,383,700 shares
of Common Stock issuable under the Plan was filed with the Commission on April
24, 1996 and is currently effective. A registration statement on Form S-8 (File
No. 333-47483) (the "March Registration Statement") with respect to the issuance
and sale of up to an aggregate of 968,986 shares of Common Stock issuable under
the Plan was filed with the Commission on March 6, 1998 and is currently
effective. The contents of the November Registration Statement, the April
Registration Statement and the March Registration Statement are hereby
incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In addition to the documents incorporated by reference into the
November Registration Statement, the April Registration Statement and the March
Registration Statement, the following documents filed with the Commission are
incorporated by reference into this 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; and
6. The Company's Current Report on Form 8-K, dated October 1, 1998.
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 Plan meeting the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
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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, held options to acquire up to 40,000
shares of Common Stock.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
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EXHIBIT NO. DESCRIPTION
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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. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-8 (File No. 33-99350)).
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).
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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
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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:
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Signature Title Date
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/s/ Eric C. Cooper Chairman and a Director December 22, 1998
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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
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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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. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-8 (File No. 33-99350)).
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).
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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
1995 Stock Incentive Plan
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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 249,238 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. 1995 Stock Incentive 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
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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. 1995 Stock Incentive 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
