As filed with the Securities and Exchange Commission on May 22, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CONCERTO SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
02-0364368 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
6 Technology Park Drive
Westford, Massachusetts 01886
(Address of Principal Executive Offices) (Zip Code)
Concerto Software, Inc. 2000 Stock Option Plan, as amended
(Full Title of the Plan)
James D. Foy
Chief Executive Officer and President
Concerto Software, Inc.
6 Technology Park Drive
Westford, Massachusetts 01886
(Name and Address of Agent For Service)
(978) 952-0200
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
John M. Mutkoski, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
Calculation Of Registration Fee
| Title of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price |
Proposed Maximum Aggregate Offering Price |
Amount of | ||||
| Common Stock, $.10 par value |
120,816 |
$5.57(1) |
$ 672,945.12(1) |
$54.44(3) | ||||
| Common Stock, $.10 par value |
21,600 |
$4.70(1) |
$ 101,520.00(1) |
$ 8.21(3) | ||||
| Common Stock, $.10 par value |
188,975 |
$5.63(2) |
$1,063,929.20(2) |
$86.07(3) |
(1) Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the fee have been calculated upon the basis of the price at which such options may be exercised. The offering price per share set forth for such shares is the exercise price at which such options are exercisable.
(2) Such shares are not subject to outstanding options. The exercise price of such options shall be determined at the time of grant. Accordingly, the price of $5.63 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market System on May 21, 2003, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h).
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended.
This Registration Statement registers additional securities of the same class as other securities for which Registration Statement No. 333-42492 on Form S-8 as filed with the Securities and Exchange Commission on July 28, 2000 relating to the Concerto Software, Inc. 2000 Stock Option Plan, as amended, is effective. Pursuant to General Instruction E, the contents of the above-listed Registration Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 4.1 |
2000 Stock Option Plan, as amended, of the Registrant | |
| 5.1 |
Opinion of Testa, Hurwitz & Thibeault, LLP | |
| 23.1 |
Consent of Independent Auditors | |
| 23.2 |
Consent of Arthur Andersen LLP | |
| 23.3 |
Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) | |
| 24.1 |
Power of Attorney (found on Page 3 of this Registration Statement) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Westford, State of Massachusetts, on the 22nd day of May, 2003.
CONCERTO SOFTWARE, INC.
By: /s/ James D. Foy
James D. Foy
Chief Executive Officer and President
POWER OF ATTORNEY AND SIGNATURES
EACH PERSON WHOSE SIGNATURE appears below this Registration Statement on Form S-8 hereby constitutes and appoints James D. Foy and Michael J. Provenzano III and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities (until revoked in writing) to sign all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Concerto Software, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.
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(s) |
Date | ||
| /s/ JAMES D. FOY James D. Foy |
Chief Executive Officer and President |
May 22, 2003 | ||
| /s/ MICHAEL J. PROVENZANO III Michael J. Provenzano III |
Vice President Finance and Chief Financial Officer |
May 22, 2003 | ||
| /s/ ALPHONSE M. LUCCHESE Alphonse M. Lucchese |
Director |
May 22, 2003 | ||
| /s/ MICHAEL D. KAUFMAN Michael D. Kaufman |
Director |
May 22, 2003 | ||
| /s/ R. SCOTT ASEN R. Scott Asen |
Director |
May 22, 2003 | ||
| /s/ PETER GYENES Peter Gyenes |
Director |
May 22, 2003 |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 |
Concerto Software, Inc. 2000 Stock Option Plan, as amended | |
| 5.1 |
Opinion of Testa, Hurwitz & Thibeault, LLP | |
| 23.1 |
Consent of Independent Auditors | |
| 23.2 |
Consent of Arthur Andersen LLP | |
| 23.3 |
Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) | |
| 24.1 |
Power of Attorney (found on Page 3 of this Registration Statement) |