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As filed with the Securities and Exchange Commission on February 27, 1998
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
SPYGLASS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1258139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
NAPERVILLE CORPORATE CENTER
1240 EAST DIEHL ROAD, NAPERVILLE, ILLINOIS 60563
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
(Full title of the Plan)
DOUGLAS P. COLBETH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
C/O SPYGLASS, INC.
NAPERVILLE CORPORATE CENTER
1240 EAST DIEHL ROAD
NAPERVILLE, ILLINOIS 60563
(Name and address of agent for service)
(630) 505-1010
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share price fee
- -------------------- ---------------- -------------------- -------------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 1,500,000 shares $8.078125(1) $12,117,187.50(1) $3,575.00
</TABLE>
- ------------------
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock as reported by the Nasdaq National Market on February 24,
1998 in accordance with Rules 457(c) and 457(h) of the Securities Act of
1933.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-95162, filed by
the Registrant on July 31, 1995 relating to the Registrant's 1995 Stock
Incentive Plan.
-1-
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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 Naperville, State of Illinois, on February 27, 1998.
SPYGLASS, INC.
By: /s/ Douglas P. Colbeth
-------------------------------------
Douglas P. Colbeth
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Spyglass, Inc. hereby severally
constitute Douglas P. Colbeth, Gary L. Vilchick and Patrick J. Rondeau, Esq.,
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 subsequent 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 Spyglass, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by 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 below by the following persons in the capacities and on the
date indicated.
Signature Title Date
--------- ----- ----
/s/ Douglas P. Colbeth President, Chief Executive February 27, 1998
- ---------------------- Officer and Director
Douglas P. Colbeth (principal executive officer)
/s/ Gary L. Vilchick Executive Vice President, February 27, 1998
- ---------------------- Finance, Administration and
Gary L. Vilchick Operations and Chief
Financial Officer (principal
financial and accounting
officer)
/s/ Brian J. Jackman Director February 27, 1998
- ----------------------
Brian J. Jackman
/s/ Tim Krauskopf Director February 27, 1998
- ----------------------
Tim Krauskopf
/s/ Ray Rothrock Director February 27, 1998
- ----------------------
Ray Rothrock
/s/ John Shackleton Director February 27, 1998
- ----------------------
John Shackleton
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 (1) Amended and Restated Certificate of Incorporation of the
Registrant, as amended
4.2 (2) By-Laws of the Registrant
4.3 (2) Specimen certificate for shares of common stock.
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
______________
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8 (File No. 333-04357) filed May 23, 1996.
(2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-92174).
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EXHIBIT 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000.FAX 617-526-5000
February 27, 1998
Spyglass, Inc.
Naperville Corporate Center
1240 East Diehl Road
Naperville, Illinois 60563
Re: 1995 Stock Incentive Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed on February 27, 1998 with the
Securities and Exchange Commission relating to 1,500,000 shares of the Common
Stock, $.01 par value per share ("Shares"), of Spyglass, Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1995 Stock Incentive
Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation, as
amended, and the By-laws of the Company and originals, or copies certified to
our satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, 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.
Based upon the foregoing, we are of the opinion that the Company has duly
authorized for issuance the Shares, and the Shares, when issued and paid for in
accordance with the terms of the Plan and at a price per share in excess of the
par value per share for such Shares, 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
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Incentive Plan of Spyglass, Inc. of our
report dated October 24, 1997, with respect to the consolidated financial
statements and schedule of Spyglass, Inc. included and incorporated by
reference in the Annual Report (Form 10-K) for the year ended September 30,
1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 24, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 25, 1996, which appears on
page 31 of the 1996 Annual Report of Spyglass, Inc., which is incorporated by
reference in Spyglass Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1996. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears in Spyglass, Inc.'s
Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Chicago, IL
February 24, 1998
