AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2000
REGISTRATION NO. 333-[______]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ON TECHNOLOGY CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3162846
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WALTHAM WOODS
880 WINTER STREET, BUILDING 4
WALTHAM, MA 02451-1449
(781) 487-3300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
------------------------------
1992 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
(Full Title of the Plan)
------------------------------
COPIES TO:
ROBERT L. DORETTI GABOR GARAI, ESQ.
ON TECHOLOGY CORPORATION EPSTEIN BECKER & GREEN, P.C.
WALTHAM WOODS 75 STATE STREET,
880 WINTER STREET, BUILDING 4 27TH FLOOR
WALTHAM, MA 02451-1449 BOSTON, MA 02109
(781) 487-3300 (617) 342-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<PAGE>
<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
MAXIMUM AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
BE REGISTERED OFFERING PRICE PER AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED (1)(2) SHARE OFFERING PRICE REGISTRATION FEE
===================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
subject to outstanding option grants
under the 1992 Employee and
Consultant Stock Option Plan 2,767,796 Shares $2.78 (3) $7,694,472.88 $2,031.34
- -------------------------------------- ------------------- ------------------ ---------------- ----------------
Common Stock, $0.01 par value to be
issued under the 1992 Employee and
Consultant Stock Option Plan 1,600,000 Shares $4.7823 (4) $7,651,680 $2,020.04
- -------------------------------------- ------------------- ------------------ ---------------- ----------------
TOTAL 4,367,796 Shares $4,051.38
===================================================================================================================
</TABLE>
1. For the sole purpose of calculating the registration fee, the number of
shares to be registered under the Registration Statement has been broken
down into two subtotals.
2. Pursuant to Rule 416(c), under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the employee benefit plan
described herein.
3. Calculated in accordance with Rule 457 (h) under the Securities Act. Such
computation is based on the weighted average exercise price of $2.78 per
share for shares subject to existing options outstanding as at December 31,
1999.
4. Calculated in accordance with Rule 457 (c) under the Securities Act. The
estimated exercise price of $4.7823 was computed by averaging the high and
low bid prices of shares of Common Stock of the Company as reported in the
Nasdaq National Market on April 20, 2000.
2
<PAGE>
The contents of the Registrant's Registration Statement on Form S-8 as
filed with the Commission on October 27, 1995 (File No. 33-98688) (the "Prior
S-8") are herein incorporated by reference. Unless otherwise specified,
capitalized terms herein shall have the meanings ascribed them in the Prior S-8.
The Company is registering 4,367,796 shares of its Common Stock under this
Registration Statement all of which are reserved for issuance under the
Company's 1992 Employee and Consultant Stock Option Plan, as amended (the "1992
Plan"). Under the Prior S-8, the Company had registered 1,032,796 shares of its
Common Stock that had been, or were eligible to be issued under the 1992 Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
===========================================================================
EXHIBIT NO. DESCRIPTION
----------- -----------
----------- -----------------------------------------------------------
4.1 1992 Employee and Consultant Stock Option Plan, as amended
----------- -----------------------------------------------------------
5.1 Opinion of Epstein Becker & Green, P.C., counsel to the
Registrant
----------- -----------------------------------------------------------
23.1 Consent of Epstein Becker & Green, P.C. (included in
Exhibit 5.1)
----------- -----------------------------------------------------------
23.2 Consent of Arthur Andersen LLP
----------- -----------------------------------------------------------
24.1 Power of Attorney, On Technology Corporation (reference is
made to the signature page of this registration statement)
----------- -----------------------------------------------------------
24.2 Power of Attorney, 1992 Employee and Consultant Stock
Option Plan (reference is made to the signature page of
this registration statement)
===========================================================================
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Boston, Commonwealth of Massachusetts, on the 25th
day of April, 2000.
ON TECHNOLOGY CORPORATION
By: /s/ Stephen J. Wietrecki
--------------------------
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 933, the Members of
the Compensation Committee of the Board of Directors have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Boston, Commonwealth of Massachusetts, on the
25th day of April, 2000.
1992 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
By: /s/ Stephen J. Wietrecki
-----------------------------------------
CHIEF FINANCIAL OFFICER
4
<PAGE>
EXHIBIT INDEX
===========================================================================
EXHIBIT NO. DESCRIPTION
----------- -----------
----------- -----------------------------------------------------------
4.1 1992 Employee and Consultant Stock Option Plan, as amended
----------- -----------------------------------------------------------
5.1 Opinion of Epstein Becker & Green, P.C., counsel to the
Registrant
----------- -----------------------------------------------------------
23.1 Consent of Epstein Becker & Green, P.C. (included in
Exhibit 5.1)
----------- -----------------------------------------------------------
23.2 Consent of Arthur Andersen LLP
----------- -----------------------------------------------------------
24.1 Power of Attorney, On Technology Corporation (reference is
made to the signature page of this registration statement)
----------- -----------------------------------------------------------
24.2 Power of Attorney, 1992 Employee and Consultant Stock
Option Plan (reference is made to the signature page of
this registration statement)
===========================================================================
5
EXHIBIT 4.1
-----------
ON TECHNOLOGY CORPORATION
1992 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
July 29, 1992
1. Purpose.
-------
The purpose of this plan (the "Plan") is to secure for ON Technology
Corporation (the "Company") and its shareholders the benefits arising from
capital stock ownership by key employees of and consultants to the Company and
its parent and subsidiary corporations who are expected to contribute to the
Company's future growth and success. Except where the context otherwise
requires, the term "Company" shall include the parent and all subsidiaries of
the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue
Code of 1986, as amended (the "Code").
2. Type of Options and Administration.
----------------------------------
(a) Types of Options. Options granted pursuant to the Plan
shall be authorized by action of the Board of Directors of the Company (or a
Committee designated by the Board of Directors) and may be either incentive
stock options ("Incentive Stock Options") meeting the requirements of Section
422 of the Code or non-statutory options which are not intended to meet the
requirements of Section 422 of the Code.
(b) Administration. The Plan will be administered by the Board
of Directors of the Company, whose construction and interpretation of the terms
and provisions of the Plan shall be final and conclusive. The Board of Directors
may in its sole discretion grant options to purchase shares of the Company's
Common Stock and issue shares upon exercise of such options as provided in the
Plan. The Board shall have authority, subject to the express provisions of the
Plan, to construe the respective option agreements and the Plan, to prescribe,
amend and rescind rules and regulations relating to the Plan, to determine the
terms and provisions of the respective option agreements, which need not be
identical, and to make all other determinations in the judgment of the Board of
Directors necessary or desirable for the administration of the Plan. The Board
of Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith. The Board of Directors may, to the
full extent permitted by law, delegate any or all of its powers under the Plan
to a committee (the "Committee") appointed by the Board of Directors, and if the
Committee is so appointed all references to the Board of Directors in the Plan
shall mean and relate to such Committee.
(c) Applicability of Rule 16b-3. Those provisions of the Plan
which make express reference to Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), or any successor rule ("Rule 16b-3"),
or which are required in order for certain option transactions to qualify for an
exemption under Rule 16b-3, shall apply only to such persons
<PAGE>
as are required to file reports under Section 16(a) of the Exchange Act (a
"Reporting Person").
3. Eligibility.
-----------
(a) Subject to adjustment as provided in Section 15 below, the
maximum number of shares with respect to which options may be granted to any
employee under the Plan shall not exceed 1,000,000 shares of common stock during
the ten-year term of the Plan. For purposes of calculating such maximum number,
(a) an option shall continue to be treated as outstanding notwithstanding its
repricing, cancellation or expiration and (b) the repricing of an outstanding
option or issuance of a new option in substitution for a cancelled option shall
be deemed to constitute the grant of a new additional option separate from the
original grant of the option that is repriced.
(b) Incentive Stock Options. Incentive Stock Options shall be
granted only to persons who are, at the time of grant, employees (including
officers and directors who are employees) of the Company. No person shall be
granted any Incentive Stock Option under the Plan who, at the time such option
is granted, owns, directly or indirectly, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, unless the
requirements of paragraph (b) of Section 11 are satisfied. The attribution of
stock ownership provisions of Section 424(d) of the Code, and any successor
provisions thereto, shall be applied in determining the shares of stock owned by
a person for purposes of applying the foregoing percentage limitation. A person
who has been granted an option may, if he or she is otherwise eligible, be
granted an additional option or options if the Board of Directors shall so
determine.
(c) Nonstatutory Options. Nonstatutory options shall be
granted only to persons who are, at the time of grant, employees (including
officers and directors who are employees) of and consultants to the Company. A
person who has been granted an option may, if he or she is otherwise eligible,
be granted an additional option or options if the Board of Directors shall so
determine.
(d) Grant of Options to Officers and Directors. From and after
the registration of the Common Stock of the Company under Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act"), the selection of an
officer or director as a participant in the plan and the timing, price and
number of shares for which an option or options may be granted to such officer
or director shall be determined either (i) by the Board of Directors, if all of
the directors shall be "disinterested persons" (as hereinafter defined) or (ii)
by, or only in accordance with, the recommendations of a committee of two or
more persons having full authority to act in the matter, of which all members
shall be "disinterested persons." For the purposes of the Plan, a director or
member of such committee shall be deemed to be "disinterested" only if such
person qualifies as a "disinterested person" within the meaning of paragraph
(c)(2) of Rule 16b-3 under the Exchange Act (or any successor rule), as such
term is interpreted from time to time.
-2-
<PAGE>
4. Stock Subject to Plan.
---------------------
Subject to adjustment as provided in Section 15 below, the maximum
number of shares of Common Stock of the Company which may be issued and sold
under the Plan is 5,400,000 shares, which may be issued and sold pursuant to
Incentive Stock Options granted under the Plan or pursuant to non-statutory
options under the Plan. Such shares may be authorized and unissued shares or may
be shares issued and thereafter acquired by the Company. If an option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject to such option shall again be
available for subsequent option grants under the Plan.
5. Forms of Option Agreements.
--------------------------
As a condition to the grant of an option under the Plan, each recipient
of an option shall execute an option agreement in such form not inconsistent
with the Plan as may be specified by the Board of Directors. Each option
agreement shall state whether the options granted thereby are Incentive Stock
Options or non-statutory options.
6. Purchase Price.
--------------
(a) General. The purchase price per share of stock deliverable
upon the exercise of an option shall be determined by the Board of Directors,
provided, however, that in the case of an Incentive Stock Option, the exercise
price shall not be less than 100% of the fair market value of such stock, as
determined by the Board of Directors, at the time of grant of such option, or
less than 110% of such fair market value in the case of options described in
paragraph (b) of Section 11.
(b) Payment of Purchase Price. Options granted under the Plan
may provide for the payment of the exercise price by delivery of cash or a check
to the order of the Company in an amount equal to the exercise price of such
options, or, to the extent provided in the applicable option agreement, by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value equal in amount to the exercise price
of the options being exercised, or by any combination of such methods of
payment. The fair market value of any shares of the Company's Common Stock which
may be delivered upon exercise of an option shall be determined in accordance
with the terms of the applicable option agreement.
7. Option Period.
-------------
Each option and all rights thereunder shall expire on such date as the
Board of Directors shall determine, but, in the case of Incentive Stock Options,
in no event after the expiration of ten years from the day on which the option
is granted (or five years in the case of options described in paragraph (b) of
Section 11) and, in the case of non-statutory options, in no event after the
expiration of ten years plus 30 days from the day on which the option is
granted, and in either case, shall be subject to earlier termination as provided
in the Plan.
-3-
<PAGE>
8. Exercise of Options.
-------------------
Each option granted under the Plan shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the agreement evidencing such option, subject to the provisions of
Section 7 above.
9. Nontransferability of Options.
-----------------------------
No option granted under the Plan shall be assignable or transferable by
the person to whom it is granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order (as defined in the Code) or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. During the
life of the optionee, the option shall be exercisable only by such person.
10. Effect of Termination of Employment.
-----------------------------------
No incentive stock option may be exercised unless, at the time of such
exercise, the optionee is, and has been continuously since the date of grant of
his or her option, employed by the Company, except that if and to the extent the
option agreement or instrument so provides:
(a) the option may be exercised within the period of
three months after the date the optionee ceases to be
an employee (other than by reason of death or
disability) of the Company (other than by reason of
death or disability) (or within such lesser period as
may be specified in the applicable option agreement);
(b) if the optionee dies while in the employ of the
Company, or within three months after the optionee
ceases to be such an employee, the option may be
exercised by the person to whom it is transferred by
will or the laws of descent and distribution within
the period of one year after the date of death (or
within such lesser period as may be specified in the
applicable option agreement); and
(c) if the optionee becomes disabled (within the meaning
of Section 22(e)(3) of the Code or any successor
provision thereto) while in the employ of the
Company, the option may be exercised within the
period of one year after the date the optionee ceases
to be such an employee because of such disability (or
within such lesser period as may be specified in the
applicable option agreement);
provided, however, that in no event may any option be exercised after the
expiration date of the option. For all purposes of the Plan and any option
granted hereunder, "employment" shall be
-4-
<PAGE>
defined in accordance with the provisions of Section 1.421-7(h) of the Income
Tax Regulations (or any successor regulations).
11. Incentive Stock Options.
-----------------------
Options granted under the Plan which are intended to be Incentive Stock
Options shall be specifically designated as Incentive Stock Options and shall be
subject to the following additional terms and conditions:
(a) Dollar Limitation. If Incentive Stock Options granted
to any employee under the Plan (and any other
incentive stock option plans of the Company), in the
aggregate, become exercisable for the first time in
any one calendar year for shares of Common Stock with
an aggregate fair market value (determined as of the
respective date or dates of grant) of more than
$100,000, then, to the extent required under the
Code, the option to acquire such excess shall be
treated as a non-statutory option.
(b) 10% Shareholder. If any employee to whom an Incentive
Stock Option is to be granted under the Plan is, at
the time of the grant of such option, the owner of
stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company
(after taking into account the attribution of stock
ownership rules of Section 424(d) of the Code), then,
to the extent required under the Code, the option
shall be treated as a non-statutory option unless the
following special provisions are applicable to the
option granted to such individual:
(i) The purchase price per share of the
Common Stock subject to such Incentive Stock Option shall not be less
than 110% of the fair market value of one share of Common Stock at the
time of grant; and
(ii) The option exercise period shall not
exceed five years from the date of grant.
12. Additional Provisions.
---------------------
(a) Additional Option Provisions. The Board of Directors may,
in its sole discretion, include additional provisions in any option granted
under the Plan, including without limitation restrictions on transfer,
repurchase rights, commitments to pay cash bonuses, make or arrange for loans or
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; provided that such
additional provisions shall not be inconsistent with any other term or condition
of the Plan and such additional provisions shall not cause any Incentive Stock
Option granted under the Plan to fail to qualify as an Incentive Stock Option
within the meaning of Section 422 of the Code.
-5-
<PAGE>
(b) Acceleration. The Board of Directors may, in its sole
discretion, accelerate the date or dates on which all or any particular option
or options granted under the Plan may be exercised.
13. General Restrictions.
--------------------
(a) Investment Representations. The Company may require any
person to whom an option is granted, as a condition of exercising such option,
to give written assurances in substance and form satisfactory to the Company to
the effect that such person is acquiring the Common Stock subject to the option
for his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.
(b) Compliance With Securities Laws. Each option shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental or regulatory body, is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained on conditions acceptable to the Board of Directors. Nothing
herein shall be deemed to require the Company to apply for or to obtain such
listing, registration or qualification.
14. Rights as a Shareholder.
-----------------------
The holder of an option shall have no rights as a shareholder with
respect to any shares covered by the option until the date of issue of a stock
certificate to him or her for such shares. Except as provided below in Section
15, no adjustment shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.
15. Adjustments.
-----------
(a) General. If, as a result of a merger, consolidation, sale
of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to the outstanding shares of Common
Stock or other securities, the outstanding shares of Common Stock are increased
or decreased, or are exchanged for a different number or kind of shares or other
securities, or additional shares or new or different shares or other securities
are distributed with respect to such shares of Common Stock or other securities,
an appropriate and proportionate adjustment may be made in (i) the maximum
number and kind of shares reserved for issuance under the Plan, (ii) the number
and kind of shares or other securities subject to then outstanding options under
the Plan,
-6-
<PAGE>
and (iii) the price for each share subject to any then outstanding options under
the Plan, without changing the aggregate purchase price as to which such options
remain exercisable.
(b) Board Authority to Make Adjustments. Adjustments under
this Section 15 will be made by the Board of Directors, whose determination as
to what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.
16. Reorganization.
---------------
(a) General. In the event of a consolidation or merger in
which the Company is not the surviving corporation, or which results in the
acquisition of substantially all of the Company's outstanding Common Stock by a
single person, entity or group of persons or entities acting in concert, or in
the event of the sale or transfer of all or substantially all of the assets of
the Company, or in the event of a reorganization or liquidation of the Company,
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, shall, as to outstanding
options, either (i) provide that such options shall be assumed, or equivalent
options shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), provided that any such options substituted for Incentive
Stock Options shall meet the requirements of Section 424(a) of the Code, (ii)
upon written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization, liquidation, sale or transfer unless exercised by
the optionee within a specified number of days following the date of such
notice, or (iii) in the event of a merger under the terms of which holders of
the Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the merger (the "Merger Price"), make or
provide for a cash payment to the optionees equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such
outstanding options (to the extent exercisable) and (B) the aggregate exercise
price of all such outstanding options in exchange for the termination of such
options. In any such case, the Board of Directors may, in its discretion,
advance the lapse of any waiting or installment periods and exercise dates.
(b) Substitute Options. The Company may grant options under
the Plan in substitution for options held by employees of another corporation
who become employees of the Company, or a subsidiary of the Company, as the
result of a merger or consolidation of the employing corporation with the
Company or a subsidiary of the Company, or as a result of the acquisition by the
Company, or one of its subsidiaries, of property or stock of the employing
corporation. The Company may direct that substitute options be granted on such
terms and conditions as the Board of Directors considers appropriate in the
circumstances.
17. No Special Employment Rights.
----------------------------
Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with
-7-
<PAGE>
the right of the Company at any time to terminate such employment or to increase
or decrease the compensation of the optionee. Whether an authorized leave of
absence, or absence in military or government service, shall constitute
termination of employment shall be determined at the time of such absence in
accordance with the provisions of Section 1.421-7(h) of the Income Tax
Regulations (or any successor regulations).
18. Other Employee Benefits.
-----------------------
The amount of any compensation deemed to be received by an employee as
a result of the exercise of an option or the sale of shares received upon such
exercise will not constitute compensation with respect to which any other
employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.
19. Amendment of the Plan.
---------------------
The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect, except that if at any time the approval of the
shareholders of the Company is required under Section 422 of the Code or any
successor provision with respect to Incentive Stock Options, or under Rule
16b-3, the Board of Directors may not effect such modification or amendment
without such approval. The termination or any modification or amendment of the
Plan shall not, without the consent of an optionee, affect his or her rights
under an option previously granted to him or her. With the consent of the
optionee affected, the Board of Directors may amend outstanding option
agreements in a manner not inconsistent with the Plan. The Board of Directors
shall have the right to amend or modify (i) the terms and provisions of the Plan
and of any outstanding Incentive Stock Options granted under the Plan to the
extent necessary to qualify any or all such options for such favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code and (ii) the
terms and provisions of the Plan and of any outstanding option to the extent
necessary to ensure the qualification of the Plan under Rule 16b-3.
20. Withholding.
-----------
(a) The Company shall have the right to deduct from payments
of any kind otherwise due to the optionee any federal, state or local taxes of
any kind required by law to be withheld with respect to any shares issued upon
exercise of Options under the Plan. Subject to the prior approval of the
Company, which may be withheld by the Company in its sole discretion, the
optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company to withhold shares of Common Stock otherwise issuable
pursuant to the exercise of an Option, (ii) by delivering to the Company shares
of Common Stock already owned by the optionee, or (iii) by delivering cash. The
shares so delivered or withheld shall have a fair market value equal to such
withholding obligation. The fair market value of the shares used to satisfy such
withholding obligation shall be determined by the Company as of the date that
the amount of tax to be withheld
-8-
<PAGE>
is to be determined. An optionee who has made an election pursuant to this
Section 20(a) may only satisfy his or her withholding obligation with shares of
Common Stock which are not subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements.
(b) Notwithstanding the foregoing, in the case of an optionee
subject to the reporting requirements of Section 16(a) of the Exchange Act, no
election to use shares for the payment of withholding taxes shall be effective
unless made in compliance with any applicable requirements of Rule 16b-3(e) or
any successor rule under such Act.
21. Cancellation and New Grant of Options.
-------------------------------------
The Board of Directors shall have the authority to effect, at any time
and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock having an option exercise price per
share which may be lower or higher than the exercise price per share of the
cancelled options.
22. Effective Date and Duration of the Plan.
---------------------------------------
(a) Effective Date. The Plan shall become effective when
adopted by the Board of Directors, but no Incentive Stock Option granted under
the Plan shall become exercisable unless and until the Plan shall have been
approved by the Company's shareholders. If such shareholder approval is not
obtained within twelve months before or after the date of the Board's adoption
of the Plan, any Incentive Stock Options previously granted under the Plan shall
terminate and no further Incentive Stock Options shall be granted. Amendments to
the Plan not requiring shareholder approval shall become effective when adopted
by the Board of Directors; amendments requiring shareholder approval (as
provided in Section 19) shall become effective when adopted by the Board of
Directors, but no Incentive Stock Option issued after the date of such amendment
shall become exercisable (to the extent that such amendment to the Plan was
required to enable the Company to grant such Incentive Stock Option to a
particular optionee) unless and until such amendment shall have been approved by
the Company's shareholders. If such shareholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee. Subject to this limitation, options
may be granted under the Plan at any time after the effective date and before
the date fixed for termination of the Plan.
(b) Termination. The Plan shall terminate upon the earlier of
(i) the close of business on the day next preceding the tenth anniversary of the
date of its adoption by the Board of Directors (or approval by shareholders, if
earlier), or (ii) the date on which all shares available for issuance under the
Plan shall have been issued pursuant to the exercise or cancellation of options
granted under the Plan. If the date of termination is determined under (i)
above, then options
-9-
<PAGE>
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such options.
Adopted by the Board of Directors on July 29, 1992
Amended by the Board of Directors on May 6, 1994
Amended by the Board of Directors on May 18, 1995.
Amended by the Board of Directors on April 30, 1996.
Amended by the Board of Directors on April 30, 1997.
Amended by the Board of Directors on April 30, 1998.
Amended by the Board of Directors on January 28, 2000.
-10-
<PAGE>
ON TECHNOLOGY CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
1. Grant of Option. ON Technology Corporation, a Delaware corporation
(the "Company"), hereby grants to (the "Employee"), an option, pursuant to the
Company's 1992 Employee and Consultant Stock Option Plan (the "Plan"), to
purchase an aggregate of shares of Common Stock, $0.01 par value ("Common
Stock"), of the Company at a price of $ per share, purchasable as set forth in
and subject to the terms and conditions of this option and the Plan. Except
where the context otherwise requires, the term "Company" shall include the
parent and all subsidiaries of the Company as defined in Sections 424(e) and
424(f) of the Internal Revenue Code of 1986, as amended (the "Code").
2. Incentive Stock Option. This option is intended to qualify as an
incentive stock option ("Incentive Stock Option") within the meaning of Section
422 of the Code.
3. Exercise of Option and Provisions for Termination.
(a) Vesting Schedule. Except as otherwise provided in this
Agreement, this option may be exercised prior to the tenth anniversary of the
date of grant (or five years in the case of an option described in paragraph (b)
of Section 11 of the Plan) (hereinafter the "Expiration Date") in installments
as to not more than the number of shares and during the respective installment
periods set forth in the table below. The right of exercise shall be cumulative
so that if the option is not exercised to the maximum extent permissible during
any exercise period it shall be exercisable, in whole or in part, with respect
to all shares not so purchased at any time prior to the Expiration Date or the
earlier termination of this option.
Number of
Exercise Period Shares Exercisable
--------------- ------------------
Prior to , 20 -0-
------------ --
On or after , 20
--------- --
but prior to , 20
-------- -- --
On or after , 20
--------- --
but prior to , 20
-------- -- --
On or after , 20
--------- --
but prior to , 20
-------- -- --
On or after , 20
--------- -- --
This option may not be exercised at any time on or after the Expiration Date.
-11-
<PAGE>
(b) Exercise Procedure. Subject to the conditions set forth in
this Agreement, this option shall be exercised by the Employee's delivery of
written notice of exercise to the Treasurer of the Company, specifying the
number of shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 4. Such exercise shall
be effective upon receipt by the Treasurer of the Company of such written notice
together with the required payment. The Employee may purchase less than the
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.
(c) Except as otherwise provided in this Section 3, this
option may not be exercised unless the Employee, at the time he or she exercises
this option, is, and has been at all times since the date of grant of this
option, an employee of the Company. For all purposes of this option, (i)
"employment" shall be defined in accordance with the provisions of Section
1.421-7(h) of the Income Tax Regulations or any successor regulations, and (ii)
if this option shall be assumed or a new option substituted therefor in a
transaction to which Section 424(a) of the Code applies, employment by such
assuming or substituting corporation (hereinafter called the "Successor
Corporation") shall be considered for all purposes of this option to be
employment by the Company.
(d) Exercise Period Upon Termination of Employment. If the
Employee ceases to be employed by the Company for any reason other than death or
disability or a discharge for "cause," as provided below, the right to exercise
this option shall terminate three months after such cessation (but in no event
after the Expiration Date), provided that this option shall be exercisable only
to the extent that the Employee was entitled to exercise this option on the date
of such cessation.
(e) Exercise Period Upon Death or Disability. If the Employee
dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code or
any successor provision thereto) prior to the Expiration Date while he or she is
an employee of the Company, or if the Employee dies within three months after
the Employee ceases to be an employee of the Company (other than as the result
of a discharge for "cause" as specified in paragraph (f) below), this option
shall be exercisable, within the period of one year following the date of death
or disability of the Employee (but in no event after the Expiration Date), by
the Employee or by the person to whom this option is transferred by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order (as defined in the Code) or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, provided that this option shall be
exercisable only to the extent that this option was exercisable by the Employee
on the date of his or her death or disability. Except as otherwise indicated by
the context, the term "Employee," as used in this option, shall be deemed to
include the estate of the Employee or any person who acquires the right to
exercise this option by bequest or inheritance or otherwise by reason of the
death of the Employee or pursuant to a qualified domestic relations order (as
defined in the Code) or Title I of the Employee Retirement Income Security Act,
or the rules thereunder.
-12-
<PAGE>
(f) Discharge for Cause. If the Employee, prior to the
Expiration Date, ceases his or her employment with the Company because he or she
is discharged for "cause" (as defined below), the right to exercise this option
shall terminate immediately upon such cessation of employment. "Cause" shall
mean willful misconduct in connection with the Employee's employment or willful
failure to perform his or her employment responsibilities in the best interests
of the Company (including, without limitation, breach by the Employee of any
provision of any employment, nondisclosure, non-competition or other similar
agreement between the Employee and the Company), as determined by the Company,
which determination shall be conclusive.
4. Payment of Purchase Price.
-------------------------
(a) Method of Payment. Payment of the purchase price for
shares purchased upon exercise of this option shall be made by delivery to the
Company of cash or a check to the order of the Company in an amount equal to the
purchase price of such shares, or by delivery to the Company of shares of Common
Stock of the Company then owned by the Employee having a fair market value equal
in amount to the purchase price of such shares, or by any combination of such
methods of payment.
(b) Valuation of Shares Tendered in Payment of Purchase Price.
For the purposes hereof, the fair market value of any share of the Company's
Common Stock which may be delivered to the Company in exercise of this option
shall be determined in good faith by the Board of Directors of the Company.
(c) Delivery of Shares Tendered in Payment of Purchase Price.
If the Employee exercises options by delivery of shares of Common Stock of the
Company, the certificate or certificates representing the shares of Common Stock
of the Company to be delivered shall be duly executed in blank by the Employee
or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company. Fractional shares of Common
Stock of the Company will not be accepted in payment of the purchase price of
shares acquired upon exercise of this option.
(d) Restrictions on Use of Option Stock. Notwithstanding the
foregoing, no shares of Common Stock of the Company may be tendered in payment
of the purchase price of shares purchased upon exercise of this option if the
shares to be so tendered were acquired within twelve (12) months before the date
of such tender, through the exercise of an option granted under the Plan or any
other stock option or restricted stock plan of the Company.
5. Delivery of Shares; Compliance With Securities Laws, Etc. The
Company shall, upon payment of the option price for the number of shares
purchased and paid for, make prompt delivery of such shares to the Employee,
provided that if any law or regulation requires the Company to take any action
with respect to such shares before the issuance thereof, then the date of
delivery of such shares shall be extended for the period necessary to complete
such action.
-13-
<PAGE>
6. Nontransferability of Option. Except as provided in paragraph (e) of
Section 3, this option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) nor shall any such rights be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights contrary to
the provisions hereof, or upon the levy of any attachment or similar process
upon this option or such rights, this option and such rights shall, at the
election of the Company, become null and void.
7. No Special Employment Rights. Nothing contained in the Plan or this
option shall be construed or deemed by any person under any circumstances to
bind the Company to continue the employment of the Employee for the period
within which this option may be exercised. However, during the period of the
Employee's employment, the Employee shall render diligently and faithfully the
services which are assigned to the Employee from time to time by the Board of
Directors or by the executive officers of the Company and shall at no time take
any action which, directly or indirectly, would be inconsistent with the best
interests of the Company.
8. Rights as a Shareholder. The Employee shall have no rights as a
shareholder with respect to any shares which may be purchased by exercise of
this option unless and until a certificate representing such shares is duly
issued and delivered to the Employee. No adjustment shall be made for dividends
or other rights for which the record date is prior to the date such stock
certificate is issued.
9. Adjustments.
-----------
(a) General. If, as a result of a merger, consolidation, sale
of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to the outstanding shares of Common
Stock or other securities, the outstanding shares of Common Stock are increased
or decreased, or are exchanged for a different number or kind of shares or other
securities, or additional shares or new or different shares or other securities
are distributed with respect to such shares of Common Stock or other securities,
an appropriate and proportionate adjustment may be made in (i) the number and
kind of shares or other securities subject to this option and (ii) the price for
each share subject to this option, without changing the aggregate purchase price
as to which this option remains exercisable.
(b) Board Authority to Make Adjustments. Adjustments under
this Section 9 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued pursuant to this
option on account of any such adjustments.
(c) Limits on Adjustments. No adjustment shall be made under
this Section 9 which would, within the meaning of any applicable provision of
the Code, constitute a
-14-
<PAGE>
modification, extension or renewal of this option or a grant of additional
benefits to the Employee.
10. Mergers, Etc.
-------------
(a) General. In the event of a consolidation or merger in
which the Company is not the surviving corporation, or which results in the
acquisition of substantially all of the Company's outstanding Common Stock by a
single person, entity or group of persons or entities acting in concert, or in
the event of the sale or transfer of all or substantially all of the assets of
the Company, or in the event of a reorganization or liquidation of the Company,
prior to the Expiration Date or termination of this option (each, an "Organic
Event"), the Employee shall, with respect to this option or any unexercised
portion hereof, be entitled to the rights and benefits, and be subject to the
limitations, set forth in Section 16 of the Plan.
(b) Acceleration. In the event of the occurrence of an Organic
Event after the first anniversary of the date hereof, the vesting schedule set
forth in Section 3(a) of this Agreement shall be accelerated by 24 months, so
that this option shall be exercisable with respect to that number of shares
which would have been exercisable 24 months after the occurrence of such Organic
Event, but for the occurrence of such Organic Event.
11. Withholding Taxes. The Company's obligation to deliver shares upon
the exercise of this option shall be subject to the Employee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.
12. Limitations on Disposition of Incentive Stock Option Shares. It is
understood and intended that this option shall qualify as an "incentive stock
option" as defined in Section 422 of the Code. Accordingly, the Employee
understands that in order to obtain the benefits of an incentive stock option
under Section 421 of the Code, no sale or other disposition may be made of any
shares acquired upon exercise of the option within one year after the day of the
transfer of such shares to him, nor within two years after the grant of the
option. If the Employee intends to dispose, or does dispose (whether by sale,
exchange, gift, transfer or otherwise), of any such shares within said periods,
he or she will notify the Company in writing within ten days after such
disposition.
13. Miscellaneous.
-------------
(a) Except as provided herein, this option may not be amended
or otherwise modified unless evidenced in writing and signed by the Company and
the Employee.
(b) All notices under this option shall be mailed or delivered
by hand to the parties at their respective addresses set forth beneath their
names below or at such other address as may be designated in writing by either
of the parties to one another.
(c) This option shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
-15-
<PAGE>
Date of Grant: ON TECHNOLOGY CORPORATION
_______, 200_ By:______________________
Title:___________________
Address:_________________
-16-
<PAGE>
EMPLOYEE'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 1992 Employee and Consultant Stock Option Plan.
EMPLOYEE
______________________
Address:______________
______________________
-17-
<PAGE>
ON TECHNOLOGY CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
1. Grant of Option. ON Technology Corporation, a Delaware corporation
(the "Company"), hereby grants to (the "Optionee") an option, pursuant to the
Company's 1992 Employee and Consultant Stock Option Plan (the "Plan"), to
purchase an aggregate of shares of Common Stock, $0.01 par value ("Common
Stock"), of the Company at a price of $ per share, purchasable as set forth in,
and subject to the terms and conditions of, this option and the Plan. This
option is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Except where the context otherwise requires, the term "Company" shall
include the parent and all subsidiaries of the Company as defined in Sections
424(e) and 424(f) of the Code.
2. Exercise of Option and Provisions for Termination.
-------------------------------------------------
(a) Vesting Schedule. Except as otherwise provided in this
Agreement, this option may be exercised prior to the date 30 days after the
tenth anniversary of the date of grant (hereinafter the "Expiration Date") in
installments as to not more than the number of shares and during the respective
installment periods set forth in the table below. The right of exercise shall be
cumulative so that if the option is not exercised to the maximum extent
permissible during any exercise period it shall be exercisable, in whole or in
part, with respect to all shares not so purchased at any time prior to the
Expiration Date or the earlier termination of this option.
Total No. of
Exercise Period Shares Exercisable
--------------- ------------------
Prior to , 20 -0-
------------ --
On or after , 20
--------- --
but prior to , 20
-------- -- --
On or after , 20
--------- --
but prior to , 20
-------- -- --
On or after , 20
--------- --
but prior to , 20
-------- -- --
On or after , 20
--------- -- --
-18-
<PAGE>
This option may not be exercised at any time on or after the Expiration Date.
(b) Exercise Procedure. Subject to the conditions set forth in
this Agreement, this option shall be exercised by the Optionee's delivery of
written notice of exercise to the Treasurer of the Company specifying the number
of shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 3. Such exercise shall
be effective upon receipt by the Treasurer of the Company of such written notice
together with the required payment. The Optionee may purchase fewer than the
total number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.
(c) Continuous Employment Required. Except as otherwise
provided in this Section 2, this option may not be exercised unless the
Optionee, at the time he or she exercises this option, is, and has been at all
times since the date of grant of this option, an employee of the Company or, in
the case of an Optionee who is a consultant to the Company, unless the
consulting relationship is not interrupted or terminated by the Company. For all
purposes of this option, (i) "employment" shall be defined in accordance with
the provisions of Section 1.421-7(h) of the Income Tax Regulations or any
successor regulations, and (ii) if this option shall be assumed or a new option
substituted therefor in a transaction to which Section 424(a) of the Code,
applies, employment by such assuming or substituting corporation (hereinafter
called the "Successor Corporation") shall be considered for all purposes of this
option to be employment by the Company.
(d) Termination of Employment. If the Optionee ceases to be
employed by the Company or if the Optionee's consulting relationship is
interrupted or terminated by the Company for any reason other than death or
disability or a discharge for "cause," as provided below, the right to exercise
this option shall terminate three months after such cessation (but in no event
after the Expiration Date), provided that this option shall be exercisable only
to the extent that the Optionee was entitled to exercise this option on the date
of such cessation.
(e) Exercise Period Upon Death or Disability. If the Optionee
dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code or
any successor provision thereto) prior to the Expiration Date, while he or she
is an employee of or consultant to the Company, or if the Optionee dies within
three months after the Optionee ceases to be an employee of or consultant to the
Company (other than as the result of a discharge for "cause" or termination of a
consulting relationship for "cause", in each case as specified in paragraph (f)
below), this option shall be exercisable, within the period of one year
following the date of death or disability of the Optionee (but in no event after
the Expiration Date), by the Optionee or by the person to whom this option is
transferred by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order (as defined in the Code) or Title I of the
Employee Retirement Income Security Act, or the rules thereunder, provided that
this option shall be exercisable only to the extent that this option was
exercisable by the Optionee on the date of his or her death or disability.
Except as
-19-
<PAGE>
otherwise indicated by the context, the term "Optionee," as used in this option,
shall be deemed to include the estate of the Optionee or any person who acquires
the right to exercise this option by bequest or inheritance or otherwise by
reason of the death of the Optionee or pursuant to a qualified domestic
relations order (as defined in the Code) or Title I of the Employee Retirement
Income Security Act, or the rules thereunder.
(f) Discharge for Cause. If the Optionee, prior to the
Expiration Date, ceases his or her employment or consulting relationship with
the Company because he or she is discharged or terminated for "cause" (as
defined below), the right to exercise this option shall terminate immediately
upon such cessation of employment. "Cause" shall mean willful misconduct in
connection with the Optionee's employment or consulting relationship or willful
failure to perform his or her employment or consulting responsibilities in the
best interests of the Company (including, without limitation, breach by the
Optionee of any provision of any employment, nondisclosure, non-competition or
other similar agreement between the Optionee and the Company), as determined by
the Company, which determination shall be conclusive.]
3. Payment of Purchase Price.
-------------------------
(a) Method of Payment. Payment of the purchase price for
shares purchased upon exercise of this option shall be made by delivery to the
Company of cash or a check to the order of the Company in an amount equal to the
purchase price of such shares, or by delivery to the Company of shares of Common
Stock of the Company then owned by the Optionee having a fair market value equal
in amount to the purchase price of such shares, or by any combination of such
methods of payment.
(b) Valuation of Shares Tendered in Payment of Purchase Price.
For the purposes hereof, the fair market value of any share of the Company's
Common Stock which may be delivered to the Company in exercise of this option
shall be determined in good faith by the Board of Directors of the Company.
(c) Delivery of Shares Tendered in Payment of Purchase Price.
If the Company permits the Optionee to exercise options by delivery of shares of
Common Stock of the Company, the certificate or certificates representing the
shares of Common Stock of the Company to be delivered shall be duly executed in
blank by the Optionee or shall be accompanied by a stock power duly executed in
blank suitable for purposes of transferring such shares to the Company.
Fractional shares of Common Stock of the Company will not be accepted in payment
of the purchase price of shares acquired upon exercise of this option.
(d) Restrictions Upon Use of Option Stock. Notwithstanding the
foregoing, no shares of Common Stock of the Company may be tendered in payment
of the purchase price of shares purchased upon exercise of this option if the
shares to be so tendered were acquired within twelve (12) months before the date
of such tender, through the exercise of an option granted under the Plan or any
other stock option or restricted stock plan of the Company.
-20-
<PAGE>
4. Delivery of Shares; Compliance With Securities Law, Etc. The Company
shall, upon payment of the option price for the number of shares purchased and
paid for, make prompt delivery of such shares to the Optionee, provided that if
any law or regulation requires the Company to take any action with respect to
such shares before the issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to complete such action.
5. Nontransferability of Option. Except as provided in paragraph (e) of
Section 2, this option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) nor shall any such rights be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights contrary to
the provisions hereof, or upon the levy of any attachment or similar process
upon this option or such rights, this option and such rights shall, at the
election of the Company, become null and void.
6. No Special Employment Or Consulting Rights. Nothing contained in the
Plan or this option shall be construed or deemed by any person under any
circumstances to bind the Company to continue the employment of the Optionee or
the continuation of the consulting relationship with the Optionee for the period
within which this option may be exercised. However, during the period of the
Optionee's employment or consulting relationship, the Optionee shall render
diligently and faithfully the services which are assigned from time to time by
the Board of Directors or by the executive officers of the Company and shall at
no time take any action which directly or indirectly would be inconsistent with
the best interests of the Company.
7. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares which may be purchased by exercise of
this option unless and until a certificate representing such shares is duly
issued and delivered to the Optionee. No adjustment shall be made for dividends
or other rights for which the record date is prior to the date such stock
certificate is issued.
8. Recapitalization.
----------------
(a) General. If, as a result of a merger, consolidation, sale
of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to the outstanding shares of Common
Stock or other securities, the outstanding shares of Common Stock are increased
or decreased, or are exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment may be made in (i) the
number and kind of shares or other securities subject to this option and (ii)
the price for each share subject to this option, without changing the aggregate
purchase price as to which this option remains exercisable.
-21-
<PAGE>
(b) Board Authority to Make Adjustments. Adjustments under
this Section 8 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under this option on
account of any such adjustments.
9. Mergers, Etc.
------------
(a) General. In the event of a consolidation or merger in
which the Company is not the surviving corporation, or which results in the
acquisition of substantially all of the Company's outstanding Common Stock by a
single person, entity or group of persons or entities acting in concert, or in
the event of the sale or transfer of all or substantially all of the assets of
the Company, or in the event of a reorganization or liquidation of the Company,
prior to the Expiration Date or termination of this option (each, an "Organic
Event"), the Optionee shall, with respect to this option or any unexercised
portion hereof, be entitled to the rights and benefits, and be subject to the
limitations, set forth in Section 16 of the Plan.
(b) Acceleration. In the event of the occurrence of an Organic
Event after the first anniversary of the date hereof, the vesting schedule set
forth in Section 3(a) of this Agreement shall be accelerated by 24 months, so
that this option shall be exercisable with respect to that number of shares
which would have been exercisable 24 months after the occurrence of such Organic
Event, but for the occurrence of such Organic Event.
10. Withholding Taxes. The Company's obligation to deliver shares upon
the exercise of this option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.
11. Miscellaneous.
-------------
(a) Except as provided herein, this option may not be amended
or otherwise modified unless evidenced in writing and signed by the Company and
the Optionee.
(b) All notices under this option shall be mailed or delivered
by hand to the parties at their respective addresses set forth beneath their
names below or at such other address as may be designated in writing by either
of the parties to one another.
(c) This option shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
Date of Grant: ON TECHNOLOGY CORPORATION
_______, 200_ By:______________________
Title:___________________
Address:_________________
-22-
<PAGE>
OPTIONEE'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 1992 Employee and Consultant Stock Option Plan.
OPTIONEE
______________________
ADDRESS:______________
______________________
-23-
EXHIBIT 5.1
-----------
April 25, 2000
ON Technology Corporation
880 Winter Street, Building Four
Waltham, Massachusetts 02451
Re: ON Technology Corporation's
1992 Employee and Consultant Stock Option Plan
----------------------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to 4,367,796 shares of common stock,
par value $0.01 per share (the "Common Stock") of ON Technology Corporation, a
Delaware Corporation (the "Company"), issuable under the Company's 1992 Employee
and Consultant Stock Option Plan, as amended (the "Plan").
In connection with this opinion, we have examined the
Certificate of Incorporation and By-laws of the Company, each as amended to
date; we have reviewed all pertinent records of meetings of the Board of
Directors and stockholders of the Company; and we have reviewed the Registration
Statement and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We are members of the Bar of The Commonwealth of Massachusetts
and the State of New York and do not hold ourselves out as being conversant with
and express no opinion herein with respect to the laws of any jurisdiction other
than those of the United States of
<PAGE>
ON Technology Corporation
April 25, 2000
Page 2
America, The Commonwealth of Massachusetts, the State of New York and the
corporation law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion
that the Company has duly authorized for issuance the shares of its Common Stock
covered by the Registration Statement to be issued under the Plan, as described
in the Registration Statement, and such shares, when issued in accordance with
the terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration
Statement.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By:_________________________
Gabor Garai, Member
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 2000
included in ON Technology Corporation's annual report on Form 10-K for the year
ended December 31, 1999.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
-----------------------
Boston, Massachusetts
April 25, 2000
EXHIBIT 24.1
------------
POWER OF ATTORNEY
NOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Robert
L. Doretti and Stephen J. Wietrecki their attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 (including post-effective amendments),
to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutions, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ---------------------------- ------------------------- --------------
/s/ ROBERT L. DORETTI Chief Executive Officer April 25, 2000
- ---------------------------- and Director
Robert L. Doretti
/s/ STEPHEN J. WIETRECKI Vice President and April 25, 2000
- ---------------------------- Chief Financial Officer
Stephen J. Wietrecki
/s/ WILLIAM C. HULLEY Chairman of the Board April 25, 2000
- ----------------------------
William C. Hulley
/s/ HERMAN DELATTE Director April 25, 2000
- ----------------------------
Herman DeLatte
/s/ GINA BORNINO MILLER Director April 25, 2000
- ----------------------------
Gina M. Bornino
/s/ ROBERT BADAVAS Director April 25, 2000
- ----------------------------
Robert Badavas
EXHIBIT 24.2
------------
POWER OF ATTORNEY
NOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Robert
L. Doretti and Stephen J. Wietrecki their attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 (including post-effective amendments),
to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutions, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ---------------------------- ------------------------- --------------
/s/ WILLIAM C. HULLEY Member, Compensation April 25, 2000
- ---------------------------- Committee
William C. Hulley
/s/ ROBERT BADAVAS Member, Compensation April 25, 2000
- ---------------------------- Committee
Robert Badavas
