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File No. 333-________
As filed with the Securities and Exchange Commission on June 13, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CERION TECHNOLOGIES INC.
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(Exact name of issuer as specified in its charter)
Delaware 02-0485458
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(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)
1401 Interstate Drive Champaign, IL 61821-1090
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(Address of Principal Executive Offices) (Zip Code)
Cerion Technologies Inc. 1996 Stock Incentive Plan
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(Full title of the plan)
David A. Peterson Copy to: Michael P. O'Brien, Esq.
Chief Executive Officer and President Bingham, Dana & Gould LLP
Cerion Technologies Inc. 150 Federal Street
1401 Interstate Drive Boston, MA 02110
Champaign, IL 61821-1090
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(Name and address of agent for service)
(217) 359-3700 (617) 951-8000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
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[S] [C] [C] [C] [C]
Common Stock, 701,500 $2.907 $2,039,260.50 $617.96
$0.01 par value
per share
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* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plans or at what price such shares will be purchased. The
above calculation is based on the offering of 701,500 shares at a purchase price
of $2.907 per share, which purchase price is the average of the high and low
prices of the Registrant's Common Stock as reported on June 6, 1997.
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PART II
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Item 3. Incorporation of Documents by Reference
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The following documents filed by Cerion Technologies Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference in this Registration Statement: (1) the Registrant's
annual report on Form 10-K for the fiscal year ended December 31, 1996 filed
with the SEC on March 31, 1997; (2) all reports previously filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since December 31, 1995; and (3) the
description of the Common Stock contained in the Registrant's Registration
Statement on Form 8-A, dated May 20, 1996, filed with the SEC under Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts or Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.
The Amended and Restated By-laws of the Company provide for indemnification
of officers and directors of the Company and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
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The Company maintains insurance for the benefit of its directors and
officers insuring such persons against certain liabilities, including
liabilities under the securities laws.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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The following exhibits are part of this Registration Statement:
4.1 Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-2590), filed on March 21, 1996.)
4.2 Amended and Restated By-Laws of the Registrant.
(Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-2590), filed on March 21, 1996.)
4.3 Cerion Technologies Inc. 1996 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-2590), filed on March 21, 1996.)
5 Opinion and Consent of Bingham, Dana & Gould LLP as to the
legality of the securities being registered.
23.1 Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
Item 9. Undertakings
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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
to include any
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material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this 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 that remain
unsold at the termination of the offering;
(4) 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
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; and
(5) 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.
[Remainder of page intentionally left blank]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Champaign, State of Illinois, on this 4th day of June
1997.
CERION TECHNOLOGIES INC.
By: /s/ David A. Peterson *
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David A. Peterson
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints David A. Peterson
and Richard A. Clark and each of them severally, acting alone and without the
other, his/her true and lawful attorney-in-fact with the authority to execute in
the name of each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith,
any and all amendments (including without limitation post-effective amendments)
to this Registration Statement on Form S-8 necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ David A. Peterson * President,
- ---------------------------- Chief Executive Officer,
David A. Peterson and Director (Principal
Executive Officer)
/s/ Richard A. Clark Chief Financial Officer, June 4, 1997
- ---------------------------- Vice President - Finance
Richard A. Clark Treasurer(Principal
Accounting Officer
and Principal
Financial Officer)
Gerald G. Garbacz * Director
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Gerald G. Garbacz
Daniel M. Junius * Director
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Daniel M. Junius
Joseph A. Baute * Director
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Joseph A. Baute
Sheldon A. Buckler * Director
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Sheldon A. Buckler
Ross W. Manire * Director
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Ross W. Manire
Director
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Osmund Fundingsland
* /s/ Richard A. Clark June 4, 1997
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By: Richard A. Clark, as Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description of Documents
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-2590), filed on March 21, 1996.)
4.2 Amended and Restated By-Laws of the Registrant. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-2590), filed on March
21, 1996.)
4.3 Cerion Technologies Inc. 1996 Stock Incentive Plan. (Incorporated
by reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-2590), filed on March
21, 1996.)
5 Opinion and Consent of Bingham, Dana & Gould LLP as to the
legality of the securities being registered.
23.1 Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
99 Individual Director Powers of Attorney for execution of the
registration Statement on Form S-8
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Exhibit 5
June 13, 1997
Cerion Technologies Inc.
1401 Interstate Drive
Champaign, Illinois 61821-1090
Re: Registration Statement on Form S-8
Under the Securities Act of 1933, as Amended
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Ladies and Gentlemen:
We have acted as counsel for Cerion Technologies Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 proposed to be filed with the Securities and Exchange
Commission on or about June 13, 1997 (the "Registration Statement").
The Registration Statement covers the registration of 701,500 shares of
common stock, $.01 par value per share, of the Company (the "Shares"), in
connection with the Company's 1996 Stock Incentive Plan (the "Plan").
We have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the Plan and the issuance of the Shares
thereunder. We have also examined and relied upon originals or copies, certified
or otherwise identified or authenticated to our satisfaction, of such
agreements, instruments, corporate records, certificates, and other documents as
we have deemed necessary or appropriate to enable us to express the opinions
rendered hereby. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
We further assume that all Shares issued as Formula Grants under the Plan
or upon exercise of options granted or to be granted pursuant to the Plan, will
be issued in accordance with the terms of the Plan and such options (where
applicable).
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Cerion Tecnologies Inc.
June 13, 1997
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Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the Delaware General Corporation Law as applied by
courts located in Delaware, to the extent that it may apply to or govern the
transactions that are the subject of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered as Formula Grants or upon the exercise of
stock options, duly granted pursuant to the Plan and paid for in accordance with
the provisions of the Plan and the grant, will be validly issued, fully paid,
and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ BINGHAM, DANA & GOULD LLP
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BINGHAM, DANA & GOULD LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Cerion Technologies Inc. of our report dated February
3, 1997, except as to the "Revolving Credit Facility" note, which is dated as of
March 7, 1997, which appears in the 1996 Annual Report to Stockholders, which is
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears in such Annual Report
on Form 10-K.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Chicago, Illinois
June ____, 1997
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Exhibit 99
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Cerion Technologies Inc.
(the "Company"), hereby severally constitute and appoint David A. Peterson,
President and Chief Executive Officer and Richard A. Clark, Vice
President-Finance, Chief Financial Officer and Treasurer, my true and lawful
attorney and agent to sign for me, and in my name and in the capacity or
capacities indicated below (A) the Company's Form S-8.
Signature Title Date
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/s/ David A. Peterson President & CEO 05/27/97
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David A. Peterson
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POWER OF ATTORNEY
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I, the undersigned Director and/or Officer of Cerion Technologies Inc.
(the "Company"), hereby severally constitute and appoint David A. Peterson,
President and Chief Executive Officer and Richard A. Clark, Vice
President-Finance, Chief Financial Officer and Treasurer, my true and lawful
attorney and agent to sign for me, and in my name and in the capacity or
capacities indicated below (A) the Company's Form S-8.
Signature Title Date
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/s/ Gerald G. Garbacz Chairman 05/27/97
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Gerald G. Garbacz
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POWER OF ATTORNEY
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I, the undersigned Director and/or Officer of Cerion Technologies Inc.
(the "Company"), hereby severally constitute and appoint David A. Peterson,
President and Chief Executive Officer and Richard A. Clark, Vice
President-Finance, Chief Financial Officer and Treasurer, my true and lawful
attorney and agent to sign for me, and in my name and in the capacity or
capacities indicated below (A) the Company's Form S-8.
Signature Title Date
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/s/ Daniel M. Junius Director May 15, 1997
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Daniel M. Junius
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POWER OF ATTORNEY
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I, the undersigned Director and/or Officer of Cerion Technologies Inc.
(the "Company"), hereby severally constitute and appoint David A. Peterson,
President and Chief Executive Officer and Richard A. Clark, Vice
President-Finance, Chief Financial Officer and Treasurer, my true and lawful
attorney and agent to sign for me, and in my name and in the capacity or
capacities indicated below (A) the Company's Form S-8.
Signature Title Date
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/s/ Joseph A. Baute Director 15 May 1997
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Joseph A. Baute
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POWER OF ATTORNEY
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I, the undersigned Director and/or Officer of Cerion Technologies Inc.
(the "Company"), hereby severally constitute and appoint David A. Peterson,
President and Chief Executive Officer and Richard A. Clark, Vice
President-Finance, Chief Financial Officer and Treasurer, my true and lawful
attorney and agent to sign for me, and in my name and in the capacity or
capacities indicated below (A) the Company's Form S-8.
Signature Title Date
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/s/ Sheldon A. Buckler Director May 20, 1997
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Sheldon A. Buckler
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POWER OF ATTORNEY
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I, the undersigned Director and/or Officer of Cerion Technologies Inc.
(the "Company"), hereby severally constitute and appoint David A. Peterson,
President and Chief Executive Officer and Richard A. Clark, Vice
President-Finance, Chief Financial Officer and Treasurer, my true and lawful
attorney and agent to sign for me, and in my name and in the capacity or
capacities indicated below (A) the Company's Form S-8.
Signature Title Date
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/s/ Ross W. Manire Director 5/21/97
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Ross W. Manire
