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As Filed with the Securities and Exchange Commission on August 18, 1998
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
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount to be maximum maximum Amount of
to be registered registered offering price aggregate registration fee
per share (1) offering price (1)
<S> <C> <C> <C> <C>
Common Stock 250,000 $3.69 $921,875 $271.95
</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 August 12, 1998, as reported on the Nasdaq National Market.
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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, 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, and the registration
statement on Form S-8, File No. 333-41791, of Ergo Science Corporation, a
Delaware corporation (the "Company"), filed with the Securities and Exchange
Commission on December 9, 1997, 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, 1997
filed pursuant to Rule 13a-1 of the Rules and Regulations of the
Commission under the Exchange Act; and
(b) Current Report on Form 8-K filed on March 10, 1998 pursuant to
Rule 13a-11 of the Rules and Regulations of the Commission under
the Exchange Act; and
(c) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998, filed pursuant to Rule 13a-13 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
June 30, 1998, 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 10.2 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 (Incorporated by reference
to exhibit 10.3 to the Company's registration statement on
Form S-8, file number 33-41791).
10.4 Third Amendment to the Ergo Science Corporation Amended and
Restated 1995 Long-Term Incentive Plan
23.1 Consent of PricewaterhouseCoopers L.L.P.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5).
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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 August 18,
1998.
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, Ph.D. President, Chief Executive Officer & August 18, 1998
- ------------------------------------- Director (principal executive officer)
Ronald H. Abrahams, Ph.D.
/s/ David L. Castaldi
- ------------------------------------- Director August 18, 1998
David L. Castaldi
/s/ Anthony H. Cincotta, Ph.D.
- ------------------------------------- Director August 18, 1998
Anthony H. Cincotta, Ph.D.
/s/ Stephen A. Duzan
- ------------------------------------- Director August 18, 1998
Stephen A. Duzan
/s/ Francis M. Ferrara, Jr.
- ------------------------------------- Controller (principal financial August 18, 1998
Francis M. Ferrara, Jr. & accounting officer)
/s/ Ray L. Hunt
- ------------------------------------- Director August 18, 1998
Ray L. Hunt
/s/ Thomas F. McWilliams
- ------------------------------------- Director August 18, 1998
Thomas F. McWilliams
/s/ Stephen P. Smiley
- ------------------------------------- Director August 18, 1998
Stephen P. Smiley
/s/ W. Leigh Thompson, Jr.
- ------------------------------------- Director August 18, 1998
W. Leigh Thompson, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Descriptions of Exhibits
<S> <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 (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 (Incorporated by reference
to exhibit 10.2 to the Company's registration statement on Form
S-8, file number 33-41791).
10.4 Third Amendment to the Ergo Science Corporation Amended and
Restated 1995 Long-Term Incentive Plan
23.1 Consent of PricewaterhouseCoopers L.L.P.
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5)
</TABLE>
<PAGE>
Exhibit 5
[ VINSON & ELKINS LETTERHEAD APPEARS HERE]
August 18, 1998
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 250,000 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 (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.
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Exhibit 10.4
ERGO SCIENCE CORPORATION
THIRD AMENDMENT TO THE ERGO SCIENCE CORPORATION
AMENDMENT AND RESTATED 1995 LONG-TERM INCENTIVE PLAN
THIS THIRD 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 June 4, 1998.
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 May 20, 1997, the Company adopted the Second Amendment
to the Ergo Science Corporation Amended and Restated 1995 Long-Term Incentive
Plan (the "Second Amendment"); and
WHEREAS, on March 17, 1998 the Board of Directors approved and
recommended to the stockholders of the Company an increase (the "Third
Increase") in the number of shares of the Company's common stock, par value
$.01 per share, available for issuance under the Plan from 1,866,750 to
2,116,750; and
WHEREAS, on June 4, 1998, the stockholders of the Company approved
the Third 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
2,116,750 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: /s/ Ronald H. Abrahams, Ph.D.
-------------------------------
Ronald H. Abrahams, Ph.D.
President & CEO
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Ergo Science Corporation to register 250,000 shares
of common stock of our report dated February 28, 1998, except for Note 14,
as to which the date is March 27, 1998, on our audits of the consolidated
financial statements of Ergo Science Corporation as of December 31, 1997 and
1996, and for the years ended December 31, 1997, 1996, and 1995, which report
is included in the Company's 1997 Annual Report on Form 10-K.
PricewaterhouseCoopers L.L.P.
Boston, Massachusetts
August 18, 1998
