As filed with the Securities and Exchange Commission on February 17, 2000
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 (I.R.S. Employer
of incorporation or Identification Number)
organization)
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
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
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
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered Registered share price fee
============= ============ ============ =============== =============
Common Stock,
$.01 par value 1,750,000 $ 40.3125 (1) $ 70,546,875 (1) $ 18,625
per share shares
________________
(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 14, 2000 in
accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933.
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.
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 17, 2000.
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 Chairman of the Board February 17,2000
-------------------- and Chief Executive
Douglas P. Colbeth Officer (principal
executive officer)
/s/ Gary L. Vilchick Executive Vice February 17,2000
--------------------- President, Finance,
Gary L. Vilchick Administration and
Operations and Chief
Financial Officer
(principal financial and
accounting officer)
/s/ Brian J. Jackman Director February 17,2000
---------------------
Brian J. Jackman
/s/ Martin J. Leamy Director February 17,2000
---------------------
Martin J. Leamy
/s/ Charles T. Brumback Director February 17,2000
-----------------------
Charles T. Brumback
/s/ John Shackleton Director February 17,2000
-----------------------
John Shackleton
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
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).
EXHIBIT 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000.FAX 617-526-5000
February 17, 2000
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 17, 2000 with the Securities and Exchange Commission
relating to 1,750,000 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
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of Spyglass, Inc. of our report dated
October 19, 1999, except for Note 14 as to which the date is
November 4, 1999, with respect to the consolidated financial
statements and schedule included in the 1999 Annual Report of
Spyglass, Inc. and incorporated by reference in the Annual Report
(Form 10-K) for the year ended September 30, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
February 15, 2000
