As filed with the Securities and Exchange Commission on August 4, 2000
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File No. 333 -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
eXcelon Corporation
(Exact name of issuer as specified in its charter)
Delaware 02-0424252
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Mall Road, Burlington, Massachusetts 01803
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(Address of principal executive offices) (Zip Code)
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
1997 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Robert N. Goldman
Chairman, President and Chief Executive Officer
eXcelon Corporation
25 Mall Road
Burlington, Massachusetts 01803
(781) 674-5000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
Brian Greene, Esq. John D. Patterson, Jr., Esquire
Vice President and General Counsel Robert W. Sweet, Jr., Esquire
eXcelon Corporation Foley, Hoag & Eliot LLP
25 Mall Road One Post Office Square
Burlington, MA 01803 Boston, Massachusetts 02109
(781) 674-5000 (617) 832-1000
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
1996 Employee Stock Purchase Plan
Common Stock 200,000 $5.97 (1) $1,194,000 $ 315.22 (2)
(par value $0.001) shares
1996 Incentive and Nonqualified Stock Option Plan
Common Stock 1,000,000 $5.97 (1) $5,970,000 $1,576.08 (3)
(par value $0.001) shares
1997 Nonqualified Stock Option Plan
Common Stock 1,000,000 $5.97 (1) $5,970,000 $1,576.08 (4)
(par value $0.001) shares
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Totals 2,200,000 $13,134,000 $3,467.38
</TABLE>
(1) Estimated pursuant to Rule 457 (c) and (h) based on an assumed
exercise price of $5.97, which is the average of the high and low sale prices of
the Common Stock as reported on the Nasdaq National Market on July 31, 2000.
(2) Pursuant to a Registration Statement on Form S-8 (File No.
333-14741) filed by the Registrant on October 24, 1996, the Registrant
registered 300,000 shares of Common Stock issuable pursuant to the 1996 Employee
Stock Purchase Plan; a filing fee in the amount of $946 was previously paid with
respect to such shares. Pursuant to a Registration Statement on Form S-8 (File
No. 333-83645) filed by the Registrant on July 23, 1999, the Registrant
registered 200,000 shares of Common Stock issuable pursuant to the 1996 Employee
Stock Purchase Plan; a filing fee in the amount of $190 was previously paid with
respect to such shares. Pursuant to Rule 429, the Prospectus relating to the
shares of Common Stock issuable pursuant to the 1996 Employee Stock Purchase
Plan registered pursuant to this Registration Statement is a combined Prospectus
that relates also to the shares of Common Stock registered pursuant to both the
Registration Statement on Form S-8 (File No. 333-14741) and the Registration
Statement on Form S-8 (File No. 333-83645).
(3) Pursuant to a Registration Statement on Form S-8 (File No.
333-14741) previously filed by the Registrant on October 24, 1996, the
Registrant registered 2,700,000 shares of Common Stock issuable pursuant to the
1996 Incentive and Nonqualified Stock Option Plan; a filing fee in the amount of
$9,858 was previously paid with respect to such shares. Pursuant to a
Registration Statement on Form S-8 (File No. 333-66219) previously filed by the
Registrant on October 28, 1998, the Registrant registered 1,000,000 shares of
Common Stock issuable pursuant to the 1996 Incentive and Nonqualified Stock
Option Plan; a filing fee in the amount of $1,312 was previously paid with
respect to such shares. Pursuant to Rule 429, the Prospectus relating to the
shares of Common Stock issuable pursuant to the 1996 Incentive and Nonqualified
Stock Option Plan registered pursuant to this Registration Statement is a
combined Prospectus that relates also to the shares of Common Stock registered
pursuant to both the Registration Statement on Form S-8 (File No. 333-14741) and
the Registration Statement on Form S-8 (File No. 333-66219).
<PAGE>
(4) Pursuant to a Registration Statement on Form S-8 (File No.
333-31521) filed by the Registrant on July 17, 1997, the Registrant registered
1,500,000 shares of Common Stock issuable pursuant to the 1997 Nonqualified
Stock Option Plan; a filing fee in the amount of $341 was previously paid with
respect to such shares. Pursuant to a Registration Statement on Form S-8 (File
No. 333-66219) filed on October 28, 1998, the Registrant registered 1,000,000
shares of Common Stock issuable pursuant to the 1997 Nonqualified Stock Option
Plan; a filing fee in the amount of $1,312 was previously paid with respect to
such shares. Pursuant to a Registration Statement on Form S-8 (File No.
333-83645) filed on July 23, 1999, the Registrant registered 1,000,000 shares of
Common Stock issuable pursuant to the 1997 Nonqualified Stock Option Plan; a
filing fee in the amount of $948 was previously paid with respect to such
shares. Pursuant to a Registration Statement on Form S-8 (File No. 333-93141)
filed on December 20, 1999, the Registrant registered 1,000,000 shares of Common
Stock issuable pursuant to the 1997 Nonqualified Stock Option Plan; a filing fee
in the amount of $2,666 was previously paid with respect to such shares.
Pursuant to Rule 429, the Prospectus relating to the shares of Common Stock
issuable pursuant to the 1997 Nonqualified Stock Option Plan registered pursuant
to this Registration Statement is a combined Prospectus that relates also to the
shares of Common Stock registered pursuant to the Registration Statement on Form
S-8 (File No. 333-31521), the Registration Statement on Form S-8 (File No.
333-66219), the Registration Statement on Form S-8 (File No. 333-83645), and the
Registration Statement on Form S-8 (File No. 333-93141).
EXPLANATORY NOTE
On October 24, 1996, eXcelon Corporation (the "Company") filed a
Registration Statement on Form S-8 (File No. 333-14741) for purposes of
effecting the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of, among other shares, 300,000 shares of common stock, par
value $0.001 per share ("Common Stock"), issuable by the Company pursuant to its
1996 Employee Stock Purchase Plan (the "1996 ESPP Plan"). On July 23, 1999, the
Company filed a Registration Statement on Form S-8 (File No. 333-83645) for
purposes of effecting the registration under the Securities Act, of, among other
shares, an additional 200,000 shares of Common Stock, issuable by the Company
pursuant to the 1996 ESPP Plan. On February 29, 2000 the Board of Directors
adopted and on May 24, 2000 the stockholders of the Company approved an
amendment to the 1996 ESPP Plan for the purpose of increasing the aggregate
number of shares of Common Stock subject to availability under the 1996 ESPP
Plan, as amended, from 500,000 to 700,000.
On October 24, 1996, the Company filed a Registration Statement on Form
S-8 (File No. 333-14741) for purposes of effecting the registration under the
Securities Act, of, among other shares, 2,700,000 shares of Common Stock,
issuable by the Company pursuant to its 1996 Incentive and Nonqualified Stock
Option Plan (the "1996 Plan"). On October 28, 1998, the Company filed a
Registration Statement on Form S-8 (File No. 333-66219) for purposes of
effecting the registration under the Securities Act, of, among other shares, an
additional 1,000,000 shares of Common Stock, issuable by the Company pursuant to
the 1996 Plan. On February 29, 2000 the Board of Directors adopted and on May
24, 2000 the stockholders of the Company approved an amendment to the 1996 Plan
for the purpose of increasing the aggregate number of shares of Common Stock
subject to availability under the 1996 Plan, as amended, from 3,700,000 to
4,700,000.
On July 17, 1997, the Company filed a Registration Statement on Form
S-8 (File No. 333-31521) for purposes of effecting the registration under the
Securities Act of, among other shares, 1,500,000 shares of Common Stock issuable
by the Company pursuant to its 1997 Nonqualified Stock Option Plan (the "1997
Plan"). On October 28, 1998, the Company filed a Registration Statement on Form
S-8 (File No. 333-66219) for purposes of effecting the registration under the
Securities Act of, among other shares, an additional 1,000,000 shares of Common
<PAGE>
Stock issuable by the Company pursuant to its 1997 Plan. On July 23, 1999, the
Company filed a Registration Statement on Form S-8 (File No. 333-83645) for
purposes of effecting the registration under the Securities Act of, among other
shares, an additional 1,000,000 shares of Common Stock, issuable by the Company
pursuant to the 1997 Plan. On December 20, 1999, the Company filed a
Registration Statement on Form S-8 (File No. 333-93141) for purposes of
effecting the registration under the Securities Act of an additional 1,000,000
shares of Common Stock, issuable by the Company pursuant to the 1997 Plan. On
April 12, 2000 the Board of Directors adopted and approved an amendment to the
1997 Plan for the purpose of increasing the aggregate number of shares of Common
Stock subject to issuance under the 1997 Plan, as amended, from 4,500,000 to
5,500,000.
This Registration Statement on Form S-8 has been prepared and filed
pursuant to and in accordance with the requirements of General Instruction E to
Form S-8 for the purpose of effecting the registration under the Securities Act
of (i) the additional 200,000 shares of Common Stock issuable pursuant to the
1996 ESPP Plan by reason of the foregoing amendment, (ii) the additional
1,000,000 shares of Common Stock issuable pursuant to the 1996 Plan by reason of
the foregoing amendment, and (iii) the additional 1,000,000 shares of Common
Stock issuable pursuant to the 1997 Plan by reason of the foregoing amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:
(a) the contents of the Company's Registration Statement on Form S-8,
File No. 333-14741, as filed with the Commission on October 24, 1996;
(b) the contents of the Company's Registration Statement on Form S-8,
File No. 333-31521, as filed with the Commission on July 17, 1997;
(c) the contents of the Company's Registration Statement on Form S-8,
File No. 333-66219, as filed with the Commission on October 28, 1998;
(d) the contents of the Company's Registration Statement on Form S-8,
File No. 333-83645, as filed with the Commission on July 23, 1999;
(e) the contents of the Company's Registration Statement on Form S-8,
File No. 333-93141, as filed with the Commission on December 20, 1999;
(f) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as filed with the Commission on March 30, 2000;
(g) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000, as filed with the Commission on May 15, 2000; and
(h) Amendment No. 1 to the Company's Quarterly Report on Form 10-Q/A
for the quarterly period ended March 31, 2000, as filed with the Commission on
June 6, 2000.
<PAGE>
All documents subsequently filed by the Company pursuant to Sections 13
(a), 13 (c), 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation. Incorporated by
reference to Exhibit 3.3 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05241).
4.2 Amended and Restated By-laws of the Company. Incorporated by reference
to Exhibit 3.5 to the Registrant's Registration Statement on Form S-1
(File No. 333-05241).
4.3 Specimen certificate for Common Stock of the Company. Incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05241).
5.1 Opinion of Counsel
10.1 1996 Employee Stock Purchase Plan, as amended
10.2 1996 Incentive and Nonqualified Stock Option Plan, as amended
10.3 1997 Nonqualified Stock Option Plan, as amended
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Burlington, Massachusetts, on this 4th day of August,
2000.
EXCELON CORPORATION
By:/s/ Robert N. Goldman
-----------------------------------------------
Robert N. Goldman
Chairman, President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert N. Goldman and Lacey P. Brandt,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or any of them, may deem necessary or advisable to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes
for any or all of them, may lawfully do or cause to be done by virtue hereof.
<PAGE>
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
dates indicated.
Signature Title Date
/s/ Robert N. Goldman
---------------------- Chairman, President and August 4, 2000
Robert N. Goldman Chief Executive Officer
(Principal Executive
Officer) and Director
/s/ Lacey P. Brandt
---------------------- Chief Financial Officer August 4, 2000
Lacey P. Brandt and Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Gerald B. Bay
---------------------- Director August 4, 2000
Gerald B. Bay
/s/ Arthur J. Marks
---------------------- Director August 4, 2000
Arthur J. Marks
/s/ Kevin J. Burns
---------------------- Director August 4, 2000
Kevin J. Burns
/s/ Robert M. Agate
---------------------- Director August 4, 2000
Robert M. Agate
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
4.1 Amended and Restated Certificate of Incorporation. Incorporated by
reference to Exhibit 3.3 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05241).
4.2 Amended and Restated By-laws of the Company. Incorporated by reference
to Exhibit 3.5 to the Registrant's Registration Statement on Form S-1
(File No. 333-05241).
4.3 Specimen certificate for Common Stock of the Company. Incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05241).
5.1 Opinion of Counsel
10.1 1996 Employee Stock Purchase Plan, as amended
10.2 1996 Incentive and Nonqualified Stock Option Plan, as amended
10.3 1997 Nonqualified Stock Option Plan, as amended
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
