<PAGE>
As Filed with the Securities and Exchange Commission on December 9, 1997
Registration No. 333-
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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)
Ronald H. Abrahams, Ph.D.
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
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<S> <C> <C> <C> <C>
Common Stock 435,225 $17.3125 $7,534,832 $2,222.77
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</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 December 4, 1997, 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, and the registration statement on Form S-8, File No. 333-07013, of Ergo
Science Corporation, a Delaware corporation (the "Company"), filed with the
Securities and Exchange Commission on June 27, 1996, 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) Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996, filed pursuant to Rule 13a-13 of the Rules and Regulations of
the Commission under the Securities Exchange Act of 1934 (the
"Exchange Act"); and
(b) Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1996, filed pursuant to Rule 13a-13 of the Rules and Regulations
of the Commission under the Exchange Act; and
(c) Annual Report on Form 10-K for the year ended December 31, 1996 filed
pursuant to Rule 13a-1 of the Rules and Regulations of the Commission
under the Exchange Act; and
(d) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1997, filed pursuant to Rule 13a-13 of the Rules and Regulations of
the Commission under the Exchange Act; and
(e) Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1997, filed pursuant to Rule 13a-13 of the Rules and Regulations of
the Commission under the Exchange Act; and
(f) Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1997, filed pursuant to Rule 13a-13 of the Rules and Regulations
of the Commission under the Exchange Act.
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 by reference and to be 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 (Incorporated by reference to exhibit
10.1 to the Company's registration statement on Form S-8, file number
33-07013).
10.3 Second 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 Vinson & Elkins L.L.P. (included in Exhibit 5).
<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 December 9,
1997.
Ergo Science Corporation
(Registrant)
By: /s/ Ronald H. Abrahams, Ph.D.
------------------------------
Ronald H. Abrahams, Ph.D.
President & 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 Dated
- --------- ----- -----
<S> <C> <C>
/s/ Ronald H. Abrahams President, Chief Executive Officer & December 9, 1997
- ----------------------------- Director (principal executive officer)
Ronald H. Abrahams
/s/ David L. Castaldi Director December 9, 1997
- -----------------------------
David L. Castaldi
/s/ Anthony H. Cincotta, Ph.D. Director December 9, 1997
- -----------------------------
Anthony H. Cincotta, Ph.D.
/s/ Stephen A. Duzan Director December 9, 1997
- -----------------------------
Stephen A. Duzan
/s/ Francis M. Ferrara, Jr. Controller (principal financial December 9, 1997
- ----------------------------- & accounting officer)
Francis M. Ferrara, Jr.
- ----------------------------- Director December 9, 1997
Ray L. Hunt
/s/ Thomas F. McWilliams Director December 9, 1997
- -----------------------------
Thomas F. McWilliams
/s/ Albert H. Meier, Ph.D. Director December 9, 1997
- -----------------------------
Albert H. Meier, Ph.D.
/s/ Stephen P. Smiley Director December 9, 1997
- -----------------------------
Stephen P. Smiley
/s/ W. Leigh Thompson, Jr. Director December 9, 1997
- -----------------------------
W. Leigh Thompson, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Descriptions of Exhibits Sequentially No.
- ----------- ------------------------ ----------------
Page
----
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 (Incorporated
by reference to exhibit 10.2 to
the Company's registration statement
on Form S-8, file number 33-07013).
10.3 Second Amendment to the Ergo Science
Corporation Amended and Restated
1995 Long-Term Incentive Plan
23.1 Consent of Coopers & Lybrand L.L.P
23.3 Consent of Vinson & Elkins L.L.P.
(included in Exhibit 5)
<PAGE>
Exhibit 5
[VINSON & ELKINS LETTERHEAD APPERAS HERE]
December 9, 1997
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 435,225
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
(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.
(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 10.3
ERGO SCIENCE CORPORATION
SECOND AMENDMENT TO THE ERGO SCIENCE CORPORATION
AMENDMENT AND RESTATED 1995 LONG-TERM INCENTIVE PLAN
THIS SECOND AMENDMENT TO THE ERGO SCIENCE CORPORATION AMENDED AND RESTATED
1995 LONG-TERM INCENTIVE PLAN (this "Second Amendment") is made and adopted by
Ergo Science Corporation, a Delaware corporation (the "Company"), effective as
of May 20, 1997.
RECITALS
WHEREAS, on October 2, 1995, the stockholders of the Company approved, and
on October 6, 1995, the company adopted, the Ergo Science Amended and Restated
1995 Long-term Incentive Plan (the "Plan"); and
WHEREAS, on June 25, 1996, the Company adopted the First Amendment to the
Ergo Science Corporation Amended and Restated 1995 Long-Term Incentive Plan (the
"First Amendment"); and
WHEREAS, on March 25, 1997 the Board of Directors approved and recommended
to the stockholders of the Company an increase (the "Second Increase") in the
number of shares of the Company's common stock, par value $.01 per share,
available for issuance under the Plan from 1,431,525 shares to 1,866,750; and
WHEREAS, on May 20, 1997, the stockholders of the Company approved the
Second 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 Subsection 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 1,866,750
shares of Stock, all or any part of which may be issued to any Eligible
Individual."
Except as expressly set forth therein, 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
hereunder duly authorized, has executed this Amendment effective as of the
date first written above.
ERGO SCIENCE CORPORATION
By: _________________________
Ronald H. Abrahams, Ph.D.
President & CEO
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the Incorporation by reference in this Registration Statement
on Form S-8 of Ergo Science Corporation to register 435,225 shares of common
stock of our report, dated February 28, 1997, on our audits of the consolidated
financial statements of Ergo Science Corporation as of December 31, 1996 and
1995, and for the years ended December 31, 1996, 1995 and 1994, which report is
included in the Company's 1996 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 9, 1997
