File No. 333-_____________
As filed with the Securities and Exchange Commission on March 6, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
XIONICS DOCUMENT TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-3186685
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)
70 Blanchard Road, Burlington, MA 01803
(Address of Principal Executive Offices) (Zip Code)
Xionics Document Technologies, Inc. 1996 Director Stock Option Plan
(Full titles of the plans)
Carolyn E. Ramm, Esq. Copy to: Michael P. O'Brien, Esq.
Xionics Document Technologies, Inc. Bingham Dana LLP
70 Blanchard Road 150 Federal Street
Burlington, MA 01803 Boston, MA 02110
(Name and address of agent for service)
(781) 229-7000 (617) 951-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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
Common Stock, 350,000 $3.5156* $1,230,460* $396.92
$0.01 par value
per share
* 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 350,000 shares at a purchase
price of $3.5156 per share, which purchase price is the average of the high
($3.5313) and low ($3.50) prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on March 4, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
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 Annual Report on Form 10-K for the fiscal year ended June 30,
1997, as filed with the SEC on September 29, 1997, pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) all other reports previously filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act, since the date of the Annual Report on Form
10-K; 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
A description of the Registrant's Common Stock to be offered is not
provided in this registration statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts or Counsel
Neither the Registrant's independent public accountants, Arthur Anderson
LLP, nor the Registrant's counsel, Bingham Dana LLP, nor any individual
employed by or associated with such firm or individual 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.
<PAGE>
Item 6. Indemnification of Directors and Officers
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
Not applicable.
Item 8. Exhibits
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 Director Stock Option Plan.
(Incorporated by reference to Exhibit 10.4 to Pre-Effective Amendment
No. 3 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-4613), filed on July 16, 1996.)
5 Opinion and Consent of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
<PAGE>
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
Item 9. Undertakings
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
(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
<PAGE>
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]
<PAGE>
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 6th day of March 1998.
XIONICS DOCUMENT TECHNOLOGIES, INC.
By: /s/ Gerard T. Feeney
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.
<PAGE>
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/ Paul R. Low
____________________ Chairman of the Board March 6, 1998
Paul R. Low
/s/ Peter J. Simone
____________________ President, March 6, 1998
Peter J. Simone Chief Executive Officer,
and Director (Principal
Executive Officer)
/s/ Richard A. D'Amore
____________________ Director March 6, 1998
Richard A. D'Amore
/s/ Ronald D. Fisher
____________________ Director March 6, 1998
Ronald D. Fisher
/s/ David R. Skok
_____________________ Director March 6, 1998
David R. Skok
/s/ Thomas A. St. Germain
_____________________ Director March 6, 1998
Thomas A. St. Germain
/s/ Gerard T. Feeney
_____________________ Vice President-Finance, March 6, 1998
Gerard T. Feeney Chief Financial Officer,
Treasurer (principal financial
and accounting officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Documents
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 Director Stock Option Plan.
(Incorporated by reference to Exhibit
10.4 to Pre-Effective Amendment No. 3
to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-4613), filed on July 16, 1996.)
5 Opinion and Consent of Bingham Dana LLP
as to the legality of the securities
being registered.
23.1 Consent of Bingham Dana 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).
Exhibit 5
March 6, 1998
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
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 March 6, 1998 (the "Registration
Statement").
The Registration Statement covers the registration of 350,000 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 Director Stock Option Plan (the
"Plan").
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 Plan, will be issued in accordance with the
terms of such options and the Plan.
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.
<PAGE>
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 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 LLP
BINGHAM DANA LLP
ARTHUR
ANDERSEN
Exhibit 23.2
CONSENT TO INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated July
28, 1997 included in Xionics Document Technologies, Inc.'s Annual Report on
Form 10-K for the year ended June 30, 1997 and to all references to our firm
included in this registration statement on Form S-8. It should be noted that we
have not audited any financial statements of the company subsequent to June 30,
1997 or performed any audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
-------------------------
Arthur Andersen LLP
Boston, Massachusetts
March 4, 1998
