<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998
REGISTRATION NO. 333-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPEN MARKET, INC.
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 04-3214536
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Wayside Road, Burlington, Massachusetts 01803
- ------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK INCENTIVE PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of the plan)
Gary B. Eichhorn, President and Chief Executive Officer
Open Market, Inc., One Wayside Road, Burlington, MA 01803
---------------------------------------------------------
(Name and address of agent for service)
(781) 359-3000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
_______________________________________________________________________________________________________________________
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration Fee
Registered Registered Per Share (1) Offering Price (1) (1)
_______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
1994 Stock
Incentive 4,000,000 $15.50 $62,000,000 $18,290
Plan, Common
Stock,
$.001 par value
_______________________________________________________________________________________________________________________
1996 Employee
Stock Purchase 500,000 $15.50 $7,750,000 $2,286.25
Plan, Common
Stock, $.001
par value
_______________________________________________________________________________________________________________________
Total 4,500,000 $15.50 $69,750,000 $20,576.25
_______________________________________________________________________________________________________________________
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on July 23, 1998.
<PAGE>
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.
This Registration Statement includes the following new information:
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Registrant by Hale and Dorr (a 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 15,000 shares of the Registrant's Common Stock in
accounts managed by H&D Investments II, a partnership comprised of certain
partners of Hale and Dorr LLP.
<PAGE>
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 Burlington, on this 27th day of July, 1998
OPEN MARKET, INC.
By: /s/Gary B. Eichhorn
-------------------------------------
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 John H.
Chory, 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 name and behalf in our capacities as officers and
directors to enable Open Market, Inc. to comply with the provisions of 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.
<PAGE>
WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------- --------------------- -----------------
<S> <C> <C>
/s/ Gary B. Eichhorn President, Chief July 27, 1998
- -------------------------------- Executive Officer and
Gary B. Eichhorn Director (Principal
Executive Officer)
/s/ Regina O. Sommer Senior Vice President July 27, 1998
- -------------------------------- and Chief Financial
Regina O. Sommer Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Gulrez Arshad Director July 27, 1998
- --------------------------------
Gulrez Arshad
/s/ Thomas H. Bruggere Director July 27, 1998
- --------------------------------
Thomas H. Bruggere
/s/ Shikhar Ghosh Director July 27, 1998
- --------------------------------
Shikhar Ghosh
/s/ David K. Gifford Director July 27, 1998
- --------------------------------
David K. Gifford
/s/ William S. Kaiser Director July 27, 1998
- --------------------------------
William S. Kaiser
Director
- --------------------------------
Brian J. Knez
/s/ Eugene F. Quinn Director July 27, 1998
- ---------------------------------
Eugene F. Quinn
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- -------
4.1 Amended and Restated Certificate of Incorporation of the Registrant
filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (File No. 333-03340) and incorporated herein by reference)
4.2 Amended and Restated By-Laws of the Registrant filed as an exhibit to
the Registrant's Registration Statement on Form S-1 (File No.
333-03340 and incorporated herein by reference)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the signature pages of this
Registration Statement)
<PAGE>
Exhibit 5
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
July 27, 1998
Open Market, Inc.
One Wayside Road
Burlington, Massachusetts 01803
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 an aggregate of 4,500,000 shares of common stock, $.001
par value per share (the "Shares"), of Open Market, Inc. (the "Company"),
issuable under the Company's 1994 Stock Incentive Plan and 1996 Employee Stock
Purchase Plan (the "Plans").
We have examined the Amended and Restated Certificate of Incorporation and
the Amended and Restated 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 certified or photostatic 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 Plans have
been duly and validly authorized for issuance and when issued against payment
therefor in accordance with the terms of the Plans, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
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 February 2,
1998 included in Open Market, Inc.'s Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 28, 1998
