As filed with the Securities and Exchange Commission on March 2, 2005
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Open Solutions Inc.
Delaware | 22-3173050 | |
(State or Other Jurisdiction of Incorporation | (I.R.S. Employer | |
or Organization) | Identification No.) | |
300 Winding Brook Drive Glastonbury, Connecticut |
06033 | |
(Address of Principal Executive Offices) | (Zip Code) |
2000 Stock Incentive Plan
(Full Title of the Plan)
Louis Hernandez, Jr.
Chairman of the Board and Chief Executive Officer
300 Winding Brook Drive
Glastonbury, Connecticut 06033
(Name and Address of Agent For Service)
(860) 652-3155
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
Title of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||||||||||
to be Registered | Registered(1) | Share | Price | Registration Fee | ||||||||||||||||||
Common Stock, $0.01
par value per share |
968,790 shares | $20.585 | (2) | $19,942,542.15 | (2) | $2,347.24 | ||||||||||||||||
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |||
(2) | Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq National Market on February 28, 2005, in accordance with Rule 457(c) of the Securities Act of 1933, as amended. |
Item 5. Interests of Named Experts and Counsel | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-5 Opinion of Wilmer Cutler Pickering Hale & Dorr LLP | ||||||||
EX-23.2 Consent of PricewaterhouseCoopers LLP |
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8, relating to Open Solutions Inc.s (the Registrants) 2000 Stock Incentive Plan, incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-112571, filed with the Securities and Exchange Commission on February 6, 2004 by the Registrant, relating to the Registrants 1994 Stock Option Plan, 2000 Stock Incentive Plan and 2003 Stock Incentive Plan, except for the information required by Item 5, which is contained below.
Item 5. Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement.
1
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 Glastonbury, state of Connecticut, on this 2nd day of March, 2005.
OPEN SOLUTIONS INC. |
||||
By: | /s/ Louis Hernandez, Jr. | |||
Louis Hernandez, Jr. | ||||
Chairman of the Board and Chief Executive Officer | ||||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Open Solutions Inc., hereby severally constitute and appoint Louis Hernandez, Jr. and Carl D. Blandino, 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 on our behalf in our capacities as officers and directors to enable Open Solutions Inc. to comply with the provisions of the Securities Act of 1933, as amended, 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/ Louis Hernandez Jr.
Louis Hernandez Jr. |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | March 2, 2005 | ||
/s/ Carl D. Blandino
Carl D. Blandino |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | March 2, 2005 | ||
/s/ Douglas K. Anderson
Douglas K. Anderson |
Director | March 2, 2005 | ||
/s/ Howard L. Carver
Howard L. Carver |
Director | March 2, 2005 | ||
/s/ Dennis F. Lynch
Dennis F. Lynch |
Director | March 2, 2005 | ||
/s/ Samuel F. McKay
Samuel F. McKay |
Director | March 2, 2005 | ||
/s/ Carlos P. Naudon
Carlos P. Naudon |
Director | March 2, 2005 | ||
/s/ Richard P. Yanak
Richard P. Yanak |
Director | March 2, 2005 |
INDEX TO EXHIBITS
Number | Description | |
4.1 (1)
|
Restated Certificate of Incorporation of the Registrant | |
4.2 (1)
|
Amended and Restated By-Laws of the Registrant | |
5
|
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
23.1
|
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) | |
23.2
|
Consent of PricewaterhouseCoopers LLP | |
24
|
Power of attorney (included on the signature page of this Registration Statement) |
(1) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Registration Statement on Form S-1, as amended (File No. 333-108293), and incorporated herein by reference. |