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File No.333-_____________
As filed with the Securities and Exchange Commission on November 4, 1996.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
XIONICS DOCUMENT TECHNOLOGIES, INC.
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(Exact name of issuer as specified in its charter)
Delaware 04-3186685
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(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)
70 Blanchard Road, Burlington, MA 01803
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(Address of Principal Executive Offices) (Zip Code)
Xionics Document Technologies, Inc. 1996, 1995 and 1993 Stock Option Plans
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(Full titles of the plans)
Copy to:
Carolyn E. Ramm, Esq.
Xionics Document Technologies, Inc.
70 Blanchard Road
Burlington, MA 01803
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(Name and address of agent for service)
(617) 229-7000
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
===============================================================================
<CAPTION>
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, 3,251,918 $12.875 * $41,868,444* $12,687.41
$0.01 par value
per share
===============================================================================
- ----------
<FN>
* 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 3,251,918 shares at a purchase
price of $12.875 per share, which purchase price is the average of the high
($13.00) and low ($12.75) prices of the Registrant's Common Stock as reported on
the Nasdaq National Market on October 31, 1996. In addition, pursuant to Rule
416(c), this registration statement also covers an indeterminable amount of
interest to be offered or sold pursuant to the employee benefit plans described
herein.
</TABLE>
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PART II
INFORMATION REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
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The following documents filed by Xionics Document 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
prospectus, dated September 26, 1996, as filed with the SEC on September 26,
1996, pursuant to Rule 424(b) of the Securities Act of 1933, as amended; (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 filed with the SEC on September
11, 1996, 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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A description of the Registrant's Common Stock to be offered pursuant to
this registration statement is not provided herein because the Registrant's
Common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts or Counsel
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Neither the Registrant's independent auditors, Arthur Anderson LLP nor any
individual employed by or associated with such firm in a professional capacity,
was employed by the Registrant in connection with matters described in this
registration statement on a contingent basis or has, or is to receive in
connection with this offering, a substantial interest, direct or indirect, in
the Registrant or was connected with the Registrant as a promoter, managing
underwriter (or any principal underwriter, if there are no managing
underwriters), voting trustee, director, officer or employee.
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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 Certificate of Incorporation of the Registrant
and the Amended and Restated By-laws of the Registrant provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
The Registrant intends to maintain 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
Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-4613), filed on June 7, 1996).
4.2 Amended and Restated By-Laws of the Registrant
(Incorporated by reference to Exhibit 3.2 to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-4613), filed on June 7,
1996).
4.3 Xionics Document Technologies, Inc. 1996 Stock Option Plan
(Incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-4613), filed on May 28, 1996).
4.4 Xionics Document Technologies, Inc. 1995 Stock Option Plan
(Incorporated by reference to Exhibit 10.2 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-4613), filed on May 28, 1996).
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4.5 Xionics Document Technologies, Inc. 1993 Stock Option Plan
(Incorporated by reference to Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-4613), filed on May 28, 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 Arthur Andersen 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 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
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(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 Burlington, Commonwealth of Massachusetts, on
this 1st day of November 1996.
XIONICS DOCUMENT TECHNOLOGIES, INC.
By: /s/ Gerard T. Feeney
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Gerard T. Feeney
Vice President-Finance,
Chief Financial
Officer and Treasurer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby appoints Gerard T.
Feeney, acting alone and without the other, his 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
/s/Robert E. Gilkes President, November 4, 1996
- ------------------------ Chief Executive Officer,
Robert E. Gilkes and Director (Principal
Executive Officer)
/s/Richard A. D'Amore Director November 1, 1996
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Richard A. D'Amore
/s/Ronald D. Fisher Director November 1, 1996
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Ronald D. Fisher
Director November , 1996
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David R. Skok
/s/Paul R. Low Director November 1, 1996
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Paul R. Low
/s/Thomas A. St. Germain Director November 1, 1996
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Thomas A. St. Germain
/s/Gerard T. Feeney Vice President-Finance, November 1, 1996
- ------------------------- Chief Financial Officer,
Gerard T. Feeney Treasurer (principal financial
and accounting officer)
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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
Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form
S-1 (Registration No. 333-4613), filed on June
7, 1996).
4.2 Amended and Restated By-Laws of the ---
Registrant. (Incorporated by reference to
Exhibit 3.2 to Pre-Effective Amendment No. 1
to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-4613), filed on
June 7, 1996).
4.3 Xionics Document Technologies, Inc. 1996 Stock ---
Option Plan (Incorporated by reference to
Exhibit 10.1 to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-4613), filed on May 28, 1996).
4.4 Xionics Document Technologies, Inc. Amended ---
and Restated 1995 Stock Option Plan
(Incorporated by reference to Exhibit 10.2 to
the Registrant's Registration Statement on
Form S-1 (Registration No. 333-4613), filed on
May 28, 1996).
4.5 Xionics Document Technologies, Inc. 1993 Stock ---
Option Plan (Incorporated by reference to
Exhibit 10.3 to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-4613), filed on May 28, 1996).
5 Opinion and Consent of Bingham, Dana & Gould
LLP as to the legality of the securities being
registered.
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Exhibit No. Description of Documents
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23.1 Consent of Bingham, Dana & Gould (included in ---
Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on the signature ---
pages of the Registration Statement).
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Exhibit 5
November 4, 1996
Xionics Document Technologies, Inc.
70 Blanchard Road
Burlington, MA 01803
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 Xionics Document 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 November 4, 1996 (the "Registration Statement").
The Registration Statement covers the registration of 3,251,918 shares of
common stock, $.01 par value per share, of the Company (the "Shares"), which may
be issued by the Company upon exercise of stock options, granted or to be
granted pursuant to the Company's 1996, 1995 and 1993 Stock Option Plans (the
"Plans").
We have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the Plans and the issuance of the Shares
thereunder. We have also examined and relied upon originals or copies 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 upon exercise of options granted
or to be granted pursuant to the Plans, will be issued in accordance with the
terms of such options (where applicable) and the Plans.
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Xionics Document Technologies, Inc.
November 4, 1996
Page 2
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 upon the exercise of stock options, duly
granted pursuant to the Plans and paid for in accordance with the provisions of
the Plans 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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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 4, 1996
