<PAGE>
PCD Inc.
2 Technology Drive
Centennial Park
Peabody, Massachusetts 02169
July 2, 1996
By EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PCD Inc.
Registration Statement on Form S-8: 1992 Stock
Option Plan
Ladies and Gentlemen:
On behalf of PCD Inc. (the "Company"), I am hereby
electronically filing pursuant to the Securities Act of 1933,
as amended (the "Act"), a Registration Statement on Form S-8
(including exhibits) respecting the Company's 1992 Stock
Option Plan.
The filing fee has been transmitted in accordance with
applicable regulations. If you have any questions or require
additional information concerning the Registration Statement,
please call me at (508) 532-8800.
Very truly yours,
/s/ Mary L. Mandarino
---------------------
Mary L. Mandarino
Vice President, Finance
and Adminstration
Enclosures
cc: Thomas C. Chase, Esq.
<PAGE>
Registration No. 333-1266
============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PCD Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2604950
(State or other (I.R.S. Employer
jurisdiction Identification No)
of incorporation
or organization)
2 Technology Drive
Centennial Park
Peabody, MA 01960-7977
(Address of principal executive offices)
1992 Stock Option Plan
(Full Title of the Plan)
Mary L. Mandarino
Vice President, Finance and Administration
PCD Inc.
2 Technology Drive
Centennial Park
Peabody, MA 01960-7977
(Name and Address of Agent for Service)
(508) 532-8800
(Telephone Number, Including Area Code, of Agent for
Service)
Copies of all communications to:
Thomas C. Chase, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Titles of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Offering
Per Share* Price*
- ------------------------------------------------------------
Common 927,200 $13.375 $12,401,300 $4,276.31
Stock
($.01 par
value)
</TABLE>
* Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457 upon the basis of the average of the high and low
prices of the registrant's Common Stock as reported in the
consolidated reporting system of the Nasdaq National Market
System on June 27, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference herein:
(a) the Registration Statement on Form S-1 of PCD Inc. (the
"Company") filed on February 12, 1996, as amended; (b) the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 30, 1996; and (c) the description of the
Company's capital stock contained in its Registration
Statement under Section 12(g) of the Securities Exchange Act
of 1934 on Form 8-A, filed on February 12, 1996, including
any amendment or report filed for the purpose of updating
such description. All reports and other documents filed by
the Company after the date hereof pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
before the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold,
or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such
report or document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters relating to the shares of Common Stock,
$0.01 par value, of the Company to be issued pursuant to the
1992 Stock Option Plan have been passed upon for the Company
by Hill & Barlow, a Professional Corporation, One
International Place, Boston, Massachusetts 02110.
The financial statements incorporated in this registration
statement by reference to the Registration Statement on
Form S-1 of the Company filed on February 12, 1996 for the
year ended December 31, 1995 have been incorporated here in
reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm
as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
As permitted by the Massachusetts Business Corporation Law,
the Company's Articles of Organization include provisions
eliminating the personal liability of the Company's directors
for monetary damages resulting from certain breaches in their
fiduciary duty. These provisions do not eliminate or limit
the liability of a director (i) for any breach of the
director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) for certain distributions in
violation of the Company's Articles of Organization, or
authorized when the Company is insolvent or in rendered
insolvent by the making of such distribution, (iv) for
<PAGE>
certain loans to any officer or director of the Company which
are not repaid and which were not approved or ratified by a
majority of disinterested directors, (v) for any transaction
from which the director derived an improper personal benefit
and (vi) for duties and obligations imposed on the Company's
directors by federal securities laws. Additionally, the
Company's Articles of Organization provide that the Company
shall indemnify each person who is or was a director,
officer, employee or other agent of the Company, and each
person who is or was serving at the request of the Company
as a director, trustee, officer, employee or other agent of
another organization in which it directly or indirectly owns
shares or of which it is directly or indirectly a creditor,
against all liabilities, costs and expenses reasonably
incurred by any such person in connection with the defense
or disposition of or otherwise in connection with or
resulting from any action, suit or other proceeding in which
they may be involved by reason of being or having been such
a director, officer, employee, agent or trustee, or by reason
of any action taken or not taken in such capacity, except
with respect to any matter as to which such person shall have
been finally adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that
his or her action was in the best interest of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
<PAGE>
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that its 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
Boston, Commonwealth of Massachusetts on July 2, 1996.
PCD INC.
By: /s/ Mary L. Mandarino
---------------------------
Mary L. Mandarino
Vice President, Finance
and Administration, and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints John L. Dwight, Jr., Mary L. Mandarino and Thomas
C. Chase, and each of them singly, as his lawful attorneys
with full power to them and each of them singly to sign for
him in his name in the capacity indicated below this
registration statement on Form S-8 (and any and all
amendments thereto), hereby ratifying and confirming his
signature as it may be signed by his said attorneys to this
registration statement (and any and all amendments hereto).
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 date
indicated.
<TABLE>
<C> <S> <S>
Signature Title Date
- --------- ----- ----
/s/ John L. Dwight, Jr. Chairman of the July 2, 1996
- ----------------------- Board, Chief
John L. Dwight, Jr. Executive Officer
and Director
(Principal Executive
Officer)
/s/ Mary L. Mandarino Vice President, July 2, 1996
- --------------------- Finance and
Mary L. Mandarino Administration,
Chief Financial Officer
and Treasurer(Principal
Financial and Accounting
Officer)
/s/ Bruce E. Elmblad Director July 2, 1996
- --------------------
Bruce E. Elmblad
/s/ Harold F. Faught Director July 2, 1996
- --------------------
Harold F. Faught
/s/ C. Wayne Griffith Director July 2, 1996
- ---------------------
C. Wayne Griffith
/s/ Theodore C. York Director July 2, 1996
- --------------------
Theodore C. York
</TABLE>
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an
asterisk) are filed herewith. The remainder of the exhibits
have heretofore been filed with the Commission and are
incorporated herein by reference. Inapplicable items have
been omitted.
<TABLE>
<C> <S>
Exhibit Title
- ------- -----
4.1 Restated Articles of Organization of
the Company,as amended (incorporated
by reference to Exhibit 3.2 to the
Company's Registration Statement on
Form S-1, File No. 333-1266, filed
February 12, 1996).
4.2 By-Laws of the Company, as amended
(incorporated by reference to Exhibit 3.4
to the Company's Registration Statement
on Form S-1, File No. 333-1266, filed
February 12, 1996).
5.1 * Opinion of Hill & Barlow, a Professional
Corporation.
23.1 * Consent of Hill & Barlow, a Professional
Corporation(included in Exhibit 5.1).
23.2 * Consent of Coopers & Lybrand L.L.P.
24.1 * Power of Attorney (included above).
99.1 1992 Stock Option Plan (incorporated by
reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1,
File No. 333-1266, filed February 12, 1996).
</TABLE>
<PAGE> EXHIBIT NO. 5.1
HILL & BARLOW
One International Place
Boston, Massachusetts 02110
Telephone (617) 428-3000 -- Facsimile (617) 428-3500
THOMAS C. CHASE
Direct Line: 617-428-3536
July 2, 1996
PCD Inc.
2 Technology Drive
Centennial Park
Peabody, Massachusetts 01960-7977
Ladies and Gentlemen:
We have acted as counsel for PCD Inc., a Massachusetts
corporation (the "Company"), with respect to a proposed
offering (the "Offering") of a maximum of 927,000 shares of
the Company's common stock, $0.01 par value per share (the
"Common Stock"), to eligible employees of the Company pursuant
to the 1992 Stock Option Plan (the "Plan") which was adopted
by the Board of Directors of the Company on January 30, 1992.
We have assisted you in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") with
respect to the Offering.
We have made such examination of law and have examined
originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records and such other
documents, including the Plan, as we have considered relevant
and necessary for the opinions hereinafter set forth.
Based on the foregoing, we express the following
opinions:
1. The Common Stock has been duly authorized by all
necessary corporate action of the Company.
2. The Plan has been duly adopted by the Company.
3. The Common Stock, upon issuance and delivery against
payment as provided in the Plan, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
us under "Item 5. Interests of Named Experts and Counsel." in
the Registration Statement.
Very truly yours,
HILL & BARLOW,
A Professional Corporation
By: /s/ Thomas C. Chase
-------------------
Thomas C. Chase,
a member of the firm
<PAGE>
EXHIBIT NO. 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement on Form S-8 of our report dated
January 29, 1996 on our audits of the financial statements
and financial statement schedules of PCD Inc., which report
is included in the Company's registration statement on Form
S-1 (File No. 333-1266). We also consent to the reference
to our firm under the caption "Experts."
Boston, Massachusetts
June 28, 1996
