<PAGE> 1
As filed with the Securities and Exchange Commission on August 20, 1997
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
RAPTOR SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 51-0337926
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
69 HICKORY DRIVE
WALTHAM, MA 02154
(617) 487-7700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Raptor Systems, Inc. Amended and Restated
1995 Stock Option and Grant Plan
(FULL TITLE OF THE PLAN)
-------------------------------
SHAUN MCCONNON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RAPTOR SYSTEMS, INC.
69 HICKORY DRIVE
WALTHAM, MA 02154
(617) 487-7700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------------------
WITH COPIES TO:
John J. Egan III, Esq.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================
<CAPTION>
Title of Amount to be Proposed Proposed Maximum Amount of
Securities Being Registered (1) Maximum Aggregate Registration
Registered Offering Price Offering Price Fee
Per Share
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 $11.8125(2) $5,906,250 $1,790
=====================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Raptor Systems, Inc. Amended and Restated 1995 Stock Option and Grant
Plan in the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event.
(2) This estimate is based on the average of the bid and ask price of the
common stock of Raptor Systems, Inc. par value $.01 per share, as
reported on the Nasdaq National Market on August 15, 1997, pursuant to
Rule 457(c) and (h) under the Securities Act, solely for purposes of
determining the registration fee.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The contents of the registrant's Registration Statement on Form S-8
(File No. 333-03146) are incorporated herein by reference.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
- --------
+4.1 Third Amended and Restated Certificate of Incorporation of Raptor
Systems, Inc.
+4.2 Amended and Restated By-Laws of Raptor Systems, Inc.
4.3 Raptor Systems, Inc. 1995 Amended and Restated Stock Option and Grant
Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Goodwin, Procter & Hoar, LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
- ------------------
+ Incorporated by reference to the relevant exhibit to the Raptor Systems, Inc.
Registration Statement on Form S-1 (File No. 33-80691) filed with the
SEC on December 21, 1995.
<PAGE> 3
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, Raptor
Systems, Inc. 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 Waltham, Commonwealth of Massachusetts, on this
20th day of August, 1997.
RAPTOR SYSTEMS, INC.
By: /s/ SHAUN MCCONNON
------------------
Shaun McConnon, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Raptor Systems, Inc. hereby severally constitute and appoint Shaun
McConnon and John S. Ingalls, 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 in our
capacities as officers and directors to enable Raptor Systems, Inc. to comply
with the provisions of the Securities Act of 1933, 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ SHAUN MCCONNON President, Chief Executive Officer August 20, 1997
- ------------------------- and Director
Shaun McConnon (principal executive officer)
/s/ JOHN S. INGALLS Chief Financial Officer August 20, 1997
- ------------------------- (principal financial officer)
John S. Ingalls
/s/ JOHN W. PEACOCK Director of Finance and Controller August 20, 1997
- ------------------------- (principal accounting officer)
John W. Peacock
/s/ ROBERT A. STEINKRAUSS Chairman of the Board of Directors August 20, 1997
- --------------------------
Robert A. Steinkrauss
/s/ WILLIAM S. KAISER Director August 20, 1997
- --------------------------
William S. Kaiser
/s/ BRIAN D. OWEN Director August 20, 1997
- --------------------------
Brian D. Owen
/s/ ERNEST C. PARIZEAU Director August 20, 1997
- --------------------------
Ernest C. Parizeau
/s/ ROBERT SCHECHTER Director August 20, 1997
- --------------------------
Robert Schechter
<PAGE> 4
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
+4.1 Third Amended and Restated Certificate of Incorporation of Raptor
Systems, Inc.
+4.2 Amended and Restated By-Laws of Raptor Systems, Inc.
4.3 Raptor Systems, Inc. 1995 Amended and Restated Stock Option and Grant
Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Goodwin, Procter & Hoar, LLP (included in exhibit 5.1 of
this Registration Statement).
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
- --------------------
+ Incorporated by reference to the relevant exhibit to the Raptor
Systems, Inc. Registration Statement on Form S-1 (File No. 33-80691)
filed with the SEC on December 21, 1995.
<PAGE> 1
Exhibit 4.3
RAPTOR SYSTEMS, INC.
1995 STOCK OPTION AND GRANT PLAN
--------------------------------
SECOND AMENDMENT AND RESTATEMENT
1. PURPOSE
This Stock Option and Grant Plan (the "Plan") is intended as a performance
incentive for officers, employees, directors, consultants and other key persons
of Raptor Systems, Inc. (the "Company") or its Subsidiaries (as hereinafter
defined) to enable the persons to whom options are granted (the "Optionees") or
to whom shares of common stock are granted (the "Grantees") to acquire or
increase a proprietary interest in the success of the Company. The Company
intends that this purpose will be effected by the granting of "incentive stock
options" ("Incentive Options") as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), nonqualified stock options ("Nonqualified
Options"), including, without limitation, grants of Nonqualified Options to
members of the Board of Directors of the Company who are not employees of the
Company or any of its Subsidiaries, and outright grants of common stock under
the Plan. The term "Subsidiaries" includes any corporations in which stock
possessing fifty percent or more of the total combined voting power of all
classes of stock is owned directly or indirectly by the Company.
<PAGE> 2
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options, and shall be designated as such at the time of grant. To
the extent that any option intended to be an Incentive Option shall fail to
qualify as an "incentive stock option" under the Code, such option shall be
deemed to be a Nonqualified Option.
(b) The Plan shall be administered by either the Board of Directors of the
Company or a committee (the "Committee"), appointed by the Board of Directors
and comprised of not fewer than two directors of the Company, each of whom shall
be a "non-employee director" of the Company within the meaning of Rule
16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended.
On and after the Plan becomes subject to Rule 162(m) of the Code, each member of
the Committee shall also be an "outside director" within the meaning of Rule
162(m) of the Code and regulations promulgated thereunder. All references to the
"Committee" herein may also be deemed to refer to the Board of Directors;
PROVIDED, HOWEVER, that the Board of Directors of the Company or the
Compensation Committee thereof, in its discretion, may delegate to the Chief
Executive Officer of the Company all or part of the Compensation Committee's
authority and duties with respect to the granting of Incentive Options to
individuals who are not subject to the reporting and other provisions of Section
16 of the Act or "covered employees" within the meaning of Section 162(m) of the
Code. The Compensation Committee may revoke or amend the terms of a delegation
at any time but such action shall not invalidate any prior actions of the
Compensation Committee's delegate or delegates that were consistent with the
terms of the Plan.
2
<PAGE> 3
(c) Subject to the terms and conditions of the Plan, the
Committee shall have the power:
(i) to determine from time to time the options or stock to be granted
to eligible persons under the Plan, to prescribe the terms and provisions
(which need not be identical) of options or stock granted under the Plan to
such persons and to approve the grant of options or stock, as the case may
be;
(ii) to construe and interpret the Plan and grants thereunder and to
establish, amend, and revoke rules and regulations for administration of
the Plan. In this connection, the Committee may correct any defect or
supply any omission, or reconcile any inconsistency in the Plan, in any
option agreement, or in any related agreements, in the manner and to the
extent it shall deem necessary or expedient to make the Plan fully
effective;
(iii) to accelerate the exercisability or vesting of all or any
portion of any option;
(iv) subject to the provisions of Section 5(a), to extend the period
in which options may be exercised; and
(v) generally, to exercise such powers and to perform such acts as are
deemed necessary or expedient to promote the best interests of the Company
with respect to the Plan.
All decisions and determinations by the Committee in the exercise of its powers
shall be final and binding upon the Company, the Optionees and the Grantees.
3
<PAGE> 4
3. STOCK
(a) The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued common
stock, par value $.01 per share (the "Common Stock"). The total number of shares
that may be issued under the Plan shall not exceed an aggregate of 4,048,750
shares of Common Stock (which such number reflects a three-for-one stock split
effected as a stock dividend on or prior to the date hereof) and options with
respect to no more than 250,000 shares of Common Stock may be granted to any one
individual during any one calendar year period. Such numbers shall be subject to
adjustment as provided in Section 7 hereof.
(b) Whenever any outstanding option under the Plan expires, is canceled or
is otherwise terminated (other than by exercise), the shares of Common Stock
allocable to the unexercised portion of such option may again be the subject of
options or grants of Common Stock under the Plan.
4. ELIGIBILITY
(a) Incentive Options may be granted only to officers or other employees of
the Company or its Subsidiaries, including members of the Board of Directors who
are also employees of the Company or its Subsidiaries. Nonqualified Options may
be granted to officers or other employees of the Company or its Subsidiaries,
members of the Board of Directors and consultants and other key persons who
provide services to the Company or its Subsidiaries (regardless of whether they
are also employees). Grants of Common Stock may
4
<PAGE> 5
be made to any officer, director, employee, consultant or other key person of
the Company or its Subsidiaries.
(b) No person shall be eligible to receive any Incentive Option under the
Plan if, at the date of grant, such person beneficially owns stock representing
in excess of 10% of the voting power of all outstanding capital stock of the
Company (a "Ten Percent Stockholder") unless notwithstanding anything in this
Plan to the contrary (i) the purchase price for the Common Stock subject to such
option is at least 110% of the fair market value of such stock at the time of
the grant and (ii) the option by its terms is not exercisable more than five
years from the date of grant thereof.
(c) Notwithstanding any other provision of the Plan, to the extent that the
aggregate fair market value of the stock with respect to which Incentive Options
are exercisable for the first time by any individual during any calendar year
(under all plans of the Company and its parent and Subsidiaries) exceeds
$100,000, the options attributable to the excess over $100,000 shall be treated
as Nonqualified Options under the Plan. Such annual limitation shall be applied
by taking Incentive Options into account in the order in which they were
granted.
(d) Each individual who first joins the Board of Directors as a
non-employee Director shall automatically be granted a Nonqualified Option to
acquire 5,000 shares of Common Stock on the first day such individual serves as
a non-employee Director. Each non-employee Director who is serving as Director
of the Company on each January 1, beginning with January 1, 1997, shall
automatically be granted on such day a Nonqualified Option to acquire 2,500
shares of Common Stock. The exercise price per share for the Common Stock
5
<PAGE> 6
covered by a option granted hereunder shall be equal to the "fair market value"
(determined by reference to the provisions of Section 5(d) hereof) of the Common
Stock on the date the option is granted.
(i) An option granted under Section 4(d) shall be immediately
exercisable with respect to one-fifth of the total shares to which the
option relates and as to an additional one-fifth on each anniversary of the
grant date; provided, however, that any option so granted shall become
immediately exercisable upon the termination of service of the non-employee
Director because of disability or death. No option issued under this
Section 4(d) shall be exercisable after the expiration of ten years from
the date upon which such option is granted. For purposes of this Section
4(d), "disability" means an individual's inability to perform his normal
required services for the Company and its Subsidiaries for a period of six
consecutive months by reason of the individual's mental or physical
disability, as determined by the Committee in good faith in its sole
discretion.
(ii) The rights of a non-employee Director in an option granted under
this Section 4(d) shall terminate six months after such Director ceases to
be a Director of the Company or the specified expiration date, if earlier.
(iii) Any option granted to a non-employee Director and outstanding on
the date of his death may be exercised by the legal representative or
legatee of the Optionee for a period of twelve months from the date of
death or until the expiration of the stated term of the option, if earlier.
6
<PAGE> 7
(iv) Options granted under this Section 4(d) may be exercised only by
written notice to the Company specifying the number of shares to be
purchased. Payment of the full purchase price of the shares to be purchased
may be made by one or more of the methods specified in Section 6. An
Optionee shall have the rights of a stockholder only as to shares acquired
upon the exercise of a option and not as to unexercised options.
The provisions of this Section 4(d) shall apply only to options
granted or to be granted to non-employee Directors, and shall not be deemed
to modify, limit or otherwise apply to any other provision of this Plan or
to any option issued under this Plan to an Optionee who is not an
non-employee Director of the Company. To the extent inconsistent with the
provisions of any other Section of this Plan, the provisions of this
Section 4(d) shall govern the rights and obligations of the Company and
non-employee Directors respecting options granted or to be granted to
non-employee Directors.
5. TERMS OF THE OPTION AGREEMENTS
Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Committee shall from time to time deem
appropriate. Option agreements need not be identical, but each option agreement
by appropriate language shall include the substance of all of the following
provisions:
(a) EXPIRATION; TERMINATION OF EMPLOYMENT. Notwithstanding any other
provision of the Plan or of any option agreement, each option shall expire on
the date specified in the
7
<PAGE> 8
option agreement, which date in the case of any Incentive Option shall not be
later than the tenth anniversary of the date on which the option was granted;
provided, however, that if such Incentive Option is held by a Ten Percent
Stockholder, the expiration date of such Incentive Option shall not be later
than five years from the date of grant thereof. If an Optionee's employment or
service as a director with the Company and its Subsidiaries terminates for any
reason, the Committee may in its discretion provide, at any time, that any
outstanding option granted to such Optionee under the Plan shall be exercisable
for such period following termination of employment as may be specified by the
Committee, which period shall not exceed three months for purposes of Incentive
Options where such termination is not due to death or disability, subject to the
expiration date of such option. In case of termination on account of disability
(within the meaning of Section 22(e)(3) of the Code), Incentive Options may be
exercisable for a period of up to one year following termination of employment,
subject to the expiration date of such option.
(b) MINIMUM SHARES EXERCISABLE. The minimum number of shares with respect
to which an option may be exercised at any one time shall be one hundred (100)
shares, or such lesser number as is subject to exercise under the option at the
time, provided that no fractional shares may be issued.
(c) EXERCISE. Each option shall be exercisable in such installments (which
need not be equal) and at such times as may be designated by the Committee. To
the extent not exercised, installments shall accumulate and be exercisable, in
whole or in part, at any time after becoming exercisable, but not later than the
date the option expires.
8
<PAGE> 9
(d) PURCHASE PRICE. The purchase price per share of Common Stock subject to
each option shall be determined by the Committee; provided, however, that the
purchase price per share of Common Stock subject to each Incentive Option shall
be not less than the fair market value of the Common Stock on the date such
Incentive Option is granted. For the purposes of the Plan, the fair market value
of the Common Stock shall be determined in good faith by the Committee;
provided, however, that (i) if the Common Stock is admitted to quotation on the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
Small-Cap Market on the date the option is granted, the fair market value shall
not be less than the average of the highest bid and lowest asked prices of the
Common Stock on NASDAQ reported for such date or, if no prices were reported for
such date, for the last date preceding such date on which prices were reported
and (ii) if the Common Stock is admitted to trading on a national securities
exchange or the NASDAQ National Market System on the date the option is granted,
the fair market value shall not be less than the closing price reported for the
Common Stock on such exchange or system for such date or, if no sales were
reported for such date, for the last date preceding such date for which a sale
was reported.
(e) RIGHTS OF OPTIONEES. No Optionee shall be deemed for any purpose to be
the owner of any shares of Common Stock subject to any option unless and until
(i) the option shall have been exercised pursuant to the terms thereof, (ii) all
requirements under applicable law and regulations shall have been complied with
to the satisfaction of the Company, (iii) the Company shall have issued and
delivered the shares to the Optionee, and (iv) the Optionee's name shall have
been entered as a stockholder of record on the books of the Company.
9
<PAGE> 10
Thereupon, the Optionee shall have full voting, dividend and other ownership
rights with respect to such shares of Common Stock.
(f) TRANSFER. No option granted hereunder shall be transferable by the
Optionee other than by will or by the laws of descent and distribution, and such
option may be exercised during the Optionee's lifetime only by the Optionee, or
his or her guardian or legal representative. Notwithstanding the foregoing, the
Committee may provide in an option agreement that the Optionee may transfer,
without consideration for the transfer, his Nonqualified Options to members of
his immediate family, to trusts for the benefit of such family members and to
partnerships in which such family members are the only partners.
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Any option granted under the Plan may be exercised by the Optionee in
whole or, subject to Section 5(b) hereof, in part by delivering to the Company
on any business day a written notice specifying the number of shares of Common
Stock the Optionee then desires to purchase (the "Notice"). As a condition
precedent to the exercise of any option, the Optionee shall pay or make
arrangements for the payment of all taxes to be withheld, in accordance with
Section 9 of the Plan.
(b) Payment for the shares of Common Stock purchased pursuant to the
exercise of an option shall be made either: (i) in cash, or by certified or bank
check or other payment acceptable to the Company, equal to the option exercise
price for the number of shares specified in the Notice (the "Total Option
Price"); (ii) if authorized by the applicable option agreement and if permitted
by law, by delivery of shares of Common Stock that the Optionee
10
<PAGE> 11
has beneficially owned for more than six months and which the Optionee may
freely transfer having a fair market value, determined by reference to the
provisions of Section 5(d) hereof, equal to or less than the Total Option Price,
plus cash in an amount equal to the excess, if any, of the Total Option Price
over the fair market value of such shares of Common Stock; or (iii) by the
Optionee delivering the Notice to the Company together with irrevocable
instructions to a broker to promptly deliver the Total Option Price to the
Company in cash or by other method of payment acceptable to the Company;
provided, however, that the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity or other agreements as
the Company shall prescribe as a condition of payment under this clause (iii).
(c) The delivery of certificates representing shares of Common Stock to
be purchased pursuant to the exercise of an option will be contingent upon the
Company's receipt of the Total Option Price and of any written representations
from the Optionee required by the Committee, and the fulfillment of any other
requirements contained in the option agreement or applicable provisions of law.
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
(a) If the shares of the Company's Common Stock as a whole are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure or the
like, an appropriate and proportionate adjustment shall be made in the number
and kind of shares subject to the Plan, and in the number, kind, and per share
11
<PAGE> 12
exercise price of shares subject to unexercised options or portions thereof
granted prior to any such change. In the event of any such adjustment in an
outstanding option, the Optionee thereafter shall have the right to purchase the
number of shares under such option at the per share price, as so adjusted, which
the Optionee could purchase at the total purchase price applicable to the option
immediately prior to such adjustment.
(b) Adjustments under this Section 7 shall be determined by the Committee
and such determinations shall be conclusive. The Committee shall have the
discretion and power in any such event to determine and to make effective
provision for acceleration of the time or times at which any option or portion
thereof shall become exercisable. No fractional shares of Common Stock shall be
issued under the Plan on account of any adjustment specified above.
8. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the Company, (ii) a
reorganization, merger, consolidation or other business combination in which the
Company is acquired by another entity (other than a holding company formed by
the Company) or in which the Company is not the surviving entity, or (iii) the
sale of all or substantially all of the assets of the Company to another entity,
the Plan and the options issued hereunder shall terminate upon the effectiveness
of any such transaction or event. In the event of such termination, (A) all
outstanding vested options and (B) between fifty percent (50%) and one hundred
percent (100%) of the outstanding options that are not vested, such percentage
to be determined by the Committee at the time of the grant of options to each
Optionee, shall be exercisable for at least fifteen (15) days prior to the date
of such termination whether or not otherwise exercisable
12
<PAGE> 13
during such period; PROVIDED, HOWEVER, that 100% of the outstanding options
issued to non-employee Directors under Section 4(d) hereof that are not vested
shall then become exercisable hereunder.
9. TAX WITHHOLDING
(a) Each Optionee shall, no later than the exercise date of any option, pay
to the Company, or make arrangements satisfactory to the Committee regarding
payment of any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such income. The Company and its Subsidiaries shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee.
(b) An Optionee may elect to have his tax withholding obligation satisfied,
in whole or in part, by (i) authorizing the Company to withhold from shares of
Common Stock to be issued pursuant to any option number of shares with an
aggregate fair market value (determined by reference to the provisions of
Section 5(d) hereof), that would satisfy the withholding amount due, or (ii)
transferring to the Company shares of Common Stock owned by the Optionee with an
aggregate fair market value (determined by reference to the provisions of
Section 5(d) hereof) that would satisfy the withholding amount due.
13
<PAGE> 14
10. CONDITION TO GRANTS OF COMMON STOCK
In addition to terms and conditions expressly contemplated by the Plan, the
Committee may also impose such other terms and conditions on the grant of any
Common Stock under the Plan as it may determine.
11. AMENDMENT OF THE PLAN
The Board of Directors may discontinue the Plan or amend the Plan at any
time. Plan amendments shall be subject to approval by the Company stockholders
if and to the extent determined by the Committee to be necessary to ensure that
Incentive Options granted under the Plan are qualified under Section 422 of the
Code. Except as provided in Sections 7 and 8 hereof, rights and obligations
under any option granted before any amendment of the Plan shall not be altered
or impaired by such amendment, except with the consent of the Optionee.
12. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases. Neither the Plan nor any option granted hereunder shall be
deemed to confer upon any employee any right to continued employment with the
Company or its Subsidiaries.
14
<PAGE> 15
13. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) The obligation of the Company to sell and deliver shares of Common
Stock with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.
(b) The Plan shall be governed by Delaware law, except to the extent that
such law is preempted by federal law.
14. EFFECTIVE DATE OF PLAN RESTATEMENT
This Second Amendment and Restatement of the Plan shall become effective
upon the date that it is approved by the Board of Directors of the Company. No
options may be granted under the Plan after the tenth anniversary of the
effective date of the Plan.
15
<PAGE> 1
Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
August 20, 1997
Raptor Systems, Inc.
69 Hickory Drive
Waltham, Massachusetts 02154
Re: RAPTOR SYSTEMS, INC. AMENDED AND RESTATED 1995 STOCK OPTION AND GRANT
---------------------------------------------------------------------
PLAN
----
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 500,000 shares
(the "Shares") of common stock, par value $.01 per share (the "Common Stock"),
of Raptor Systems, Inc., a Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined the third
Amended and Restated Certificate of Incorporation, and the Amended and Restated
By-Laws of the Company, such records of the corporate proceedings of the Company
as we deemed material, a registration statement on Form S-8 under the Securities
Act relating to the Shares (the "Registration Statement"), the Company's Amended
and Restated 1995 Stock Option and Grant Plan (the "Plan"), and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the Commonwealth of
Massachusetts and the Delaware General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Plan and the
Registration Statement, the Shares will be legally issued, fully paid and
nonassessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement,
filed in August 1997, of Raptor Systems, Inc. on Form S-8 of our report dated
January 28, 1997, on our audits of the consolidated financial statements and
financial statement schedules of Raptor Systems, Inc. as of December 31, 1996
and 1995, and for each of the three years in the period ended December 31,
1996, which report is included in this Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P
Boston, Massachusetts
August 15, 1997
