<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 333-______________
================================================================================
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ERGO SCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3271667
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CHARLESTOWN NAVY YARD
100 FIRST AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Address, including ZIP code, of registrant's
principal executive offices)
ERGO SCIENCE CORPORATION AMENDED AND RESTATED 1995 LONG-TERM INCENTIVE PLAN
(Full title of the plans)
MANUEL CINCOTTA, JR.
CHAIRMAN OF THE BOARD
ERGO SCIENCE CORPORATION
CHARLESTOWN NAVY YARD
100 FIRST AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Name and address of agent for service)
617-241-6800
(Telephone number, including area code, of agent for service)
Copies to:
ROBERT L. KIMBALL
JAMES A. KRAUSE
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 700,000 Shares $18-7/8 $13,212,500 $4,456.03
=========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), using the average of the high and low prices
on June 25, 1996, as reported on the Nasdaq National Market.
================================================================================
<PAGE>
The contents of the registration statement on Form S-8, File No. 333-2310,
of Ergo Science Corporation, a Delaware corporation (the "Company"), filed with
the Securities and Exchange Commission on March 13, 1996, other than the
contents of Item 3 contained therein, are hereby incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are hereby incorporated by reference into this registration statement
on Form S-8 (this "Registration Statement").
(a) Annual Report on Form 10-K for the year ended December 31, 1995, as
amended, filed pursuant to Rule 13a-1 of the Rules and Regulations of
the Commission under the Securities Exchange Act of 1934 (the
"Exchange Act"); and
(a) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1996, filed pursuant to Rule 13a-13 of the Rules and Regulations of
the Commission under the Exchange Act; and
(b) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in Item 1 of the registration
statement on Form 8-A filed with the Commission on October 16, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
before the filing of a post-effective amendment to this Registration Statement
which indicates that all shares of Common Stock offered hereunder have been sold
or that deregisters all such shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents.
ITEM 8. EXHIBITS
5 Opinion of Vinson & Elkins L.L.P.
10.1 Ergo Science Corporation Amended and Restated 1995 Long-Term Incentive
Plan (Incorporated by reference to exhibit 10.19 to the Company's
registration statement on Form S-1, file number 33-98162).
10.2 First Amendment to the Ergo Science Corporation Amended and Restated
1995 Long-Term Incentive Plan.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5).
2
<PAGE>
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 Charlestown, State of Massachusetts, on June 25,
1996.
ERGO SCIENCE CORPORATION
(Registrant)
By: /s/ J. Warren Huff
-------------------------------------
J. Warren Huff
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title
<S> <C> <C>
/s/ J. Warren Huff President, Chief Executive June 25, 1996
- ------------------------------ Officer and Director
J. Warren Huff (principal executive officer)
/s/ Alan T. Barber Vice President, Finance and June 25, 1996
- ------------------------------ Administration and Chief Financial
Alan T. Barber Officer (principal financial and
accounting officer)
/s/ Manuel Cincotta, Jr. Director June 25, 1996
- ------------------------------
Manuel Cincotta, Jr.
/s/ Anthony H. Cincotta, Ph.D. Director June 25, 1996
- ------------------------------
Anthony H. Cincotta, Ph.D.
Director June , 1996
- ------------------------------
Stephen A. Duzan
Director June , 1996
- ------------------------------
Ray L. Hunt
/s/ Thomas F. McWilliams Director June 25, 1996
- ------------------------------
Thomas F. McWilliams
/s/ Albert H. Meier, Ph.D. Director June 25, 1996
- ------------------------------
Albert H. Meier, Ph.D.
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBITS PAGE
- ------------- --------------------------------------------------------------------------- ------------
<S> <C> <C>
5 -- Opinion of Vinson & Elkins L.L.P.
10.1 -- Ergo Science Corporation Amended and Restated 1995 Long-Term Incentive
Plan (Incorporated by reference to exhibit 10.19 to the Company's
registration statement on Form S-1, file number 33-98162).
10.2 -- First Amendment to the Ergo Science Corporation Amended and Restated 1995
Long-Term Incentive Plan.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5)
</TABLE>
4
<PAGE>
EXHIBIT 5
[VINSON & ELKINS LETTERHEAD APPEARS HERE]
June 26, 1996
Ergo Science Corporation
Charlestown Navy Yard
100 First Avenue
Charlestown, MA 02129
Dear Sirs:
We have acted as counsel to Ergo Science Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 (the "Securities Act") of the offer and sale of an aggregate of 700,000
shares (the "Shares") of common stock ("Common Stock"), par value $.01 per
share, of the Company, as that number may be adjusted from time to time pursuant
to the provisions of the Ergo Science Corporation 1995 Long-Term Incentive Plan
(as amended, and including any agreement evidencing an award thereunder, the
"Plan"), that may be issued pursuant to the Plan. Unless otherwise defined
herein, terms having their initial letters capitalized have the meanings
ascribed to them in the Plan.
In reaching the opinion set forth herein, we have reviewed such agreements,
certificates of public officials and officers of the Company, records, documents
and matters of law that we deemed relevant.
Based upon and subject to the foregoing, and subject further to the
assumptions, exceptions, and qualifications hereinafter stated, we express the
opinion that each Share, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid and non-assessable.
The opinion expressed above is subject to the following assumptions,
exceptions and qualifications:
(a) We have assumed that (i) all information contained in all
documents reviewed by us is true and correct, (ii) all signatures on all
documents reviewed by us are genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies
are true and complete copies of the originals thereof, and (v) each natural
person signing any document reviewed by us had the legal capacity to do so.
<PAGE>
Ergo Science Corporation
June 26, 1996
Page 2
(b) We have also assumed that the Company will receive the full
amount and type of consideration (as specified in the Plan) for each of the
Shares upon issuance, that such consideration will be in cash, personal
property, or services already performed, that such consideration will equal or
exceed the par value per share of Common Stock, that appropriate certificates
evidencing the Shares will be properly executed upon such issuance, and that
each grant of an award pursuant to the Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of Texas,
the Delaware General Corporation Law, and the federal laws of the United States
of America.
This opinion may be filed as an exhibit to a registration statement filed
under the Securities Act. In giving this consent, we do not thereby admit that
we come into the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 10.2
ERGO SCIENCE CORPORATION
FIRST AMENDMENT TO THE ERGO SCIENCE CORPORATION
AMENDED AND RESTATED 1995 LONG-TERM INCENTIVE PLAN
THIS FIRST AMENDMENT TO THE ERGO SCIENCE CORPORATION AMENDED AND RESTATED
1995 LONG-TERM INCENTIVE PLAN (this "Amendment") is made and adopted by Ergo
Science Corporation, a Delaware corporation (the "Company"), effective as of
June 25, 1996.
RECITALS
WHEREAS, on October 2, 1995, the stockholders of the Company approved, and
on October 6, 1995, the Company adopted, the Ergo Science Corporation Amended
and Restated 1995 Long-Term Incentive Plan (the "Plan"); and
WHEREAS, the board of directors approved and recommended to the
stockholders of the Company an increase (the "Increase") in the number of shares
of the Company's common stock, par value $.01 per share, available for issuance
under the Plan from 731,525 shares to 1,431,525 shares; and
WHEREAS, on June 25, 1996, the stockholders of the Company approved the
Increase.
AMENDMENT
NOW, THEREFORE, Section 2.1 of the Plan is hereby amended to read, in its
entirety, as follows:
"2.1 Maximum Number of Shares. Subject to the provisions of Subsections
------------------------
2.2 and 2.5 and Section 9, the aggregate number of shares of Stock that may be
issued or transferred pursuant to Awards under the Plan shall be 1,431,525
shares of Stock, all or any part of which may be issued to any Eligible
Individual."
Except as expressly set forth herein, the Plan shall remain in full force
and effect without further amendment or modification.
IN WITNESS WHEREOF, the Company, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.
ERGO SCIENCE CORPORATION
By:
---------------------
J. Warren Huff
President
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Ergo Science Corporation to register 700,000 shares of common
stock of our report, dated March 1, 1996, on our audits of the consolidated
financial statements of Ergo Science Corporation as of December 31, 1995 and
1994, and for the two years then ended, which report is included in the
Company's 1995 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 26, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Ergo Science Corporation of our report, dated April 26, 1994, on
our audits of the consolidated financial statements of operations and deficit
accumulated during the development stage, stockholders' deficit and cash flows
of Ergo Science Corporation for the year ended December 31, 1993, and for the
period from inception (January 23, 1990) to December 31, 1993, appearing in Ergo
Science Corporation's 1995 Annual Report on Form 10-K.
ERNST & YOUNG L.L.P.
Boston, Massachusetts
June 26, 1996
