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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998.
Registration No. 333-________
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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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
CORPORATE COUNSEL, SENIOR DIRECTOR OF LEGAL AFFAIRS 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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Common Stock, par value $.01 per share
1995 Stock Incentive Plan 968,986 shares $14.75 $14,292,544 $4,217
====================================================================================================================================
(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 March 5, 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 968,986 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. The contents of the November Registration
Statement and the April 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 and the April 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, 1997 (No. 0-24156);
2. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended June 30, 1997 (No. 0-24156);
3. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended September 30, 1997 (No. 0-24156);
4. The Company's Quarterly Report on Form 10-Q, filed with the
Commission for the quarterly period ended December 31, 1997 (No. 0-24156);
5. The Company's Form 8-K, filed with the Commission on April 21,
1997; and
6. The Company's Form 8-K, filed with the Commission on May 19, 1997.
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").
II-1
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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 March 6, 1998, Marlee S. Myers, a
partner of Morgan, Lewis & Bockius LLP, beneficially owned 4,000 shares of
Common Stock and 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 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).
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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 this
6th day of March, 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 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 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 Capacity Date
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/s/ ERIC C. COOPER Chairman of the Board and a Director March 6, 1998
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Eric C. Cooper
/s/ THOMAS J. GILL President and Chief Executive Officer March 6, 1998
- -------------------------------- (Principal Executive Officer) and a Director
Thomas J. Gill
/s/ GARY J. BRUNNER Vice President, Controller and Treasurer March 6, 1998
- -------------------------------- (Principal Accounting Officer)
Gary J. Brunner
/s/ ONAT MENZILCIOGLU Director March 6, 1998
- --------------------------------
Onat Menzilcioglu
/s/ ROBERT D. SANSOM Director March 6, 1998
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Robert D. Sansom
/s/ JOHN C. BAKER Director March 6, 1998
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John C. Baker
Director March 6, 1998
- --------------------------------
Daniel W. McGlaughlin
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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 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).
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EXHIBIT 5.1
Morgan, Lewis & Bockius LLP
One Oxford Centre
Thirty-Second Floor
Pittsburgh, PA 15219-6401
March 6, 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 968,986 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 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 our report dated April 22, 1997, which appears on page
21 of the Company's Annual Report on Form 10-K for the year ended March 31,
1997.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Boston, Massachusetts
March 6, 1998
