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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
OPEN MARKET, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-3214536
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
245 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142
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(Address of principal executive offices) (Zip code)
1994 STOCK INCENTIVE PLAN
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(Full title of the plan)
GARY B. EICHHORN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OPEN MARKET, INC.
245 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142
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(Name and address of agent for service)
(617) 621-9500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
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<S> <C> <C> <C> <C>
1994 STOCK
INCENTIVE PLAN 2,200,000 $10.9375 $24,062,500 $7,292
Common Stock
(Par Value $.001)
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(1) Price estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
amended, and based on the average of the high and low prices of the
Registrant's Common Stock on July 24, 1997 as reported by the Nasdaq
National Market.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-06821 filed by the
Registrant on June 26, 1996, relating to the Registrant's 1994 Stock Incentive
Plan, 1996 Employee Stock Purchase Plan and 1996 Director Option Plan, except
for Item 5 described below.
Item 5. Interests of Named Experts and Counsel
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The validity of the authorization and issuance of the Common Stock
offered hereby will be passed upon for the Registrant by Hale and Dorr LLP
(a limited liability partnership which includes professional corporations),
60 State Street, Boston, Massachusetts, 02109. Paul P. Brountas, Assistant
Secretary of the Company, is a partner in the law firm of Hale and Dorr LLP.
As of the date of this Registration Statement, certain partners of Hale and
Dorr LLP own, in the aggregate, approximately 67,000 shares of the
Registrant's Common Stock.
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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 City of Cambridge, Commonwealth of Massachusetts, on this
29th day of July, 1997.
OPEN MARKET, INC.
By: /s/ Gary B. Eichhorn
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Gary B. Eichhorn
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Open Market, Inc., hereby
severally constitute and appoint Gary B. Eichhorn, Regina O. Sommer and Paul P.
Brountas, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith, and any and all amendments to said Registration Statement and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Open Market, Inc. to comply with the Securities
Act, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title (Capacity) Date
--------- ---------------- ----
/s/ Gary B. Eichhorn President, Chief Executive July 29, 1997
- ----------------------------- Officer and Director
Gary B. Eichhorn (Principal Executive
Officer)
/s/ Regina O. Sommer Senior Vice President and July 29, 1997
- ----------------------------- Chief Financial Officer
Regina O. Sommer (Principal Financial Officer
and Principal Accounting Officer)
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/s/ Gulrez Arshad Director July 29, 1997
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Gulrez Arshad
/s/ Shikhar Ghosh Director July 29, 1997
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Shikhar Ghosh
/s/ David K. Gifford Director July 29, 1997
- ------------------------------
David K. Gifford
/s/ Bruce Judson Director July 29, 1997
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Bruce Judson
/s/ William S. Kaiser Director July 29, 1997
- ------------------------------
William S. Kaiser
/s/ Brian J. Knez Director July 29, 1997
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Brian J. Knez
/s/ Eugene F. Quinn Director July 29, 1997
- ------------------------------
Eugene F. Quinn
/s/ Ray Stata Director July 29, 1997
- ------------------------------
Ray Stata
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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4.1* Amended and Restated Certificate of
Incorporation of the Registrant
4.2** By-Laws of the Registrant
4.3** Specimen Stock Certificate of Common
Stock of the Registrant
5 Opinion of Hale and Dorr LLP, counsel to
the Registrant
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5)
23.2 Consent of Arthur Anderson LLP
24 Power of Attorney (included in the
signature pages of this Registration
Statement)
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* Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-8, File No. 333-06821 which was originally
filed with the Commission June 26, 1996 and is incorporated herein by
reference.
** Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, File No. 333-03340, which was originally
filed with the Commission April 10, 1996 and is incorporated herein by
reference.
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EXHIBIT 5
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
July 30, 1997
Open Market, Inc.
245 First Street
Cambridge, Massachusetts 02142
Re: 1994 Stock Incentive Plan
-------------------------
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission relating to the registration of 2,200,000 shares of Common Stock,
$0.001 par value per share (the "Shares"), of Open Market, Inc., a Delaware
corporation (the "Company") issuable under the Company's 1994 Stock Incentive
Plan (the "Plan").
We have examined the Certificate of Incorporation and By-laws of the
Company and all amendments thereto, the Registration Statement and originals
or copies certified to our satisfaction of such records of meetings, written
actions in lieu of meetings or resolutions adopted at meetings of the directors
of the Company and such other documents and instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
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 copies and the authenticity of the originals of all such documents.
Based upon and subject to the foregoing, we are of the opinion that the
shares covered by the Registration Statement to be issued under the Plan have
been duly and validly authorized for issuance and, when issued and paid for 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,
/s/ Hale and Dorr LLP
Hale and Dorr LLP
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Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report for Open Market, Inc.
dated February 4, 1997 (except with respect to the matters discussed on Note 13,
as to which the date is March 7, 1997) included in Open Market Inc.'s Form 10-K
for the year ended December 31, 1996 and our report for Folio Corporation dated
May 15, 1997, included in Open Market, Inc.'s Form 8-K dated May 23, 1997 and to
all references to our firm included in this Registration Statement.
Arthur Andersen LLP
Boston, Massachusetts
July 25, 1997
