SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
XIONICS DOCUMENT TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in Its Charter)
DELAWARE 04-3186685
(State Or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
70 Blanchard Road, Burlington, MA 01803
(Address of Principal Executive Offices)
Xionics Document Technologies, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
Carolyn E. Ramm, Esq.
Xionics Document Technologies, Inc.
70 Blanchard Road
Burlington, MA 01803
(Name and address of agent for service)
(781) 229-7000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title Of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
Common Stock 1,634,000 *$3.1875 *$5,208,375.00 $1,578.30
(par value $.01 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 plan or at what price such shares will be purchased. The
above calculation is based on the offering of 1,634,000 shares at a purchase
price of $3.1875 per share, which purchase price is the average of the high
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($3.25) and low ($3.125) prices of the Registrant's Common Stock as reported on
the Nasdaq National Market on February 4, 1999.
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,
1998, as filed with the SEC on September 28, 1998, 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 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 any of its parents or subsidiaries or
was connected with the Registrant or any of its parents or subsidiaries as a
promoter, managing underwriter (or any principal underwriter, if there are no
managing underwriters), voting trustee, director, officer or employee.
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
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.)
4.4 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.)
5.1 Opinion and Consent of counsel as to the legality of the securities being
registered.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature pages of the Registration
Statement).
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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 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.
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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 4th day of February, 1999.
XIONICS DOCUMENT TECHNOLOGIES, INC.
By: /s/ Robert L. Lentz
Robert L. Lentz
Sr. Vice President-Finance and Administration,
Chief Financial Officer and Treasurer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby appoints Robert L. Lentz,
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.
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 February 4, 1999
Paul R. Low
/s/ Peter J. Simone
____________________ President, February 4, 1999
Peter J. Simone Chief Executive Officer,
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and Director (principal
executive officer)
/s/ Richard A. D'Amore
_____________________ Director February 4, 1999
Richard A. D'Amore
/s/ David R. Skok
_____________________ Director February 4, 1999
David R. Skok
/s/Thomas A. St. Germain
_____________________ Director February 4, 1999
Thomas A. St. Germain
/s/ Robert L. Lentz
_____________________ Sr. Vice President-Finance February 4, 1999
Robert L. Lentz and Administration, Chief
Financial Officer, Treasurer
(principal financial and
accounting officer)
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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 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.)
5.1 Opinion and Consent of counsel
as to the legality of the securities
being registered.
23.1 Consent of counsel (included
in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the
signature pages of the Registration
Statement).
Exhibit 5
February 4, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Registration Statement on Form S-8
Under the Securities Act of 1933, as Amended
Ladies and Gentlemen:
I 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 February 4, 1999 (the "Registration Statement").
The Registration Statement covers the registration of 1,634,000 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 Stock Option Plan (the "Plans").
I have reviewed the corporate proceedings taken by the Company with respect to
the authorization of the Plans and the issuance of the Shares thereunder. I
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates, and other documents as I have
deemed necessary or appropriate to enable me to express the opinions rendered
hereby. In my examination, I have assumed the genuineness of all signatures,
the conformity to the originals of all documents reviewed by me as copies, the
authenticity and completeness of all original documents reviewed by me in
original or copy form, and the legal competence of each individual executing
any document.
I 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 and the Plans.
Subject to the limitations set forth below, I have made such examination of
law as I 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.
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Based upon and subject to the foregoing, I am 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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Carolyn Ramm
Carolyn E. Ramm
Vice President and General Counsel
Xionics Document Technologies, Inc.
ARTHUR Exhibit 23.2
ANDERSEN
LLP
CONSENT OF 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, 1998 included in Xionics Document Technologies, Inc.'s Annual Report
on Form 10-K for the year ended June 30, 1998 and to all references to our Firm
included in this registration statement. It should be noted that we have not
audited any financial statements of the company subsequent to June 30, 1998.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Boston, Massachusetts
February 4, 1999
