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As filed with the Securities and Exchange Commission on April 30, 1998
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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QC OPTICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-2916548
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
46 JONSPIN ROAD, WILMINGTON, MASSACHUSETTS 01887
(Address of Principal Executive Offices)
QC OPTICS, INC. 1996 STOCK OPTION PLAN
QC OPTICS, INC. 1996 FORMULA STOCK OPTION PLAN
(Full title of the plans)
ERIC T. CHASE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
QC OPTICS, INC.
46 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
(978) 657-7007
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered registered(1) per share(2) offering price(2) registration fee
- ------------------------------- ----------------------- --------------------- ------------------------ ---------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 284,720 $4.63 $1,317,240 $388.59
175,280 $4.19 $ 733,985 $216.53
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460,000 $2,015,225 $605.12
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(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which
may be sold upon the exercise of options which have been granted and/or
may hereafter be granted under the QC Optics, Inc. 1996 Stock Option
Plan and the QC Optics, Inc. 1996 Formula Stock Option Plan
(collectively referred to as the "Plans"). The maximum number of shares
which may be sold upon the exercise of such options granted under the
Plans are subject to adjustment in accordance with certain
anti-dilution and other provisions of said Plans. Accordingly, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to
the number of shares stated above, an indeterminate number of shares
which may be subject to grant or otherwise issuable after the operation
of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act as follows: (i) in the case of shares of Common Stock
which may be purchased upon exercise of outstanding options, the fee is
calculated on the basis of the price at which the options may be
exercised which is a weighted average price of $6.626; and (ii) in the
case of shares of Common Stock for which options have not yet been
granted and the option price of which is therefore unknown, the fee is
calculated on the basis of the average of the high and low sale prices
per share ($4.1875) of the Common Stock on the American Stock Exchange
("AMEX") as of a date (April 24, 1998) within five business days prior
to filing this Registration Statement.
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EXPLANATORY NOTE
This Registration Statement relates, in part, to the registration of
460,000 shares of Common Stock authorized for issuance under the Plans. In
accordance with the instructional Note to Part I of Form S-8 as promulgated by
the Securities and Exchange Commission, the information specified by Part I of
Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plans.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.
(b) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 001-12337), filed under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Registrant after the date
hereof 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 hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Certain
attorneys in the firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. own
options to purchase an aggregate of approximately 32,725 shares of Common Stock
of the Company at a price equal to $6.30 per share.
Item 6. Indemnification of Directors and Officers.
Incorporated herein by reference from the Registrant's Registration
Statement on Form SB-2, No. 333-7683.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
(4.1) Certificate of Incorporation, as amended (Filed as Exhibit 3a
to the Registrant's Registration Statement on Form SB-2, No.
333-7683, and incorporated herein by reference).
(4.3) Bylaws, as amended (Filed as Exhibit 3b to the Registrant's
Registration Statement on Form SB-2, No. 333-7683, and
incorporated herein by reference).
(4.4) Form of Common Stock Certificate (Filed as Exhibit 4b to the
Registrant's Registration Statement on Form SB-2, No.
333-7683, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares
being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of Arthur Andersen LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
(99.1) QC Optics, Inc. 1996 Stock Option Plan (Filed as Exhibit 10p
to the Registrant's Registration Statement on Form SB-2, No.
333-7683, and incorporated herein by reference).
(99.2) QC Optics, Inc. 1996 Formula Stock Option Plan (Filed as
Exhibit 10q to the Registrant's Registration Statement on Form
SB-2, No. 333-7683, and incorporated herein by reference).
Item 9. Undertakings.
(a) 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:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
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(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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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 Wilmington, Commonwealth of Massachusetts, on April
30, 1998.
QC OPTICS, INC.
By: /s/ Eric T. Chase
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Eric T. Chase, President and
Chief Executive Officer
Each person whose signature appears below constitutes and appoints Eric
T. Chase and John R. Freeman, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement of QC Optics, Inc. and to file the same, with all
exhibits thereto and other 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 requisite or necessary to be done in or about the premises,
as full 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 their or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Eric T. Chase President, Chief Executive Officer and April 30, 1998
- ------------------------------- Chairman of the Board of Directors
Eric T. Chase (Principal Executive Officer)
/s/ John R. Freeman Vice President of Finance, Treasurer April 30, 1998
- ------------------------------- and Secretary (Principal Financial
John R. Freeman and Accounting Officer)
/s/ Allan Berman Director April 30, 1998
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Allan Berman
/s/ Charles H. Fine Director April 30, 1998
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Charles H. Fine
/s/ John M. Tarrh Director April 30, 1998
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John M. Tarrh
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QC OPTICS, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description
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4.1 Certificate of Incorporation, as amended (Filed as Exhibit 3a
to the Registrant's Registration Statement on Form SB-2, No.
333-7683, and incorporated herein by reference).
4.3 Bylaws, as amended (Filed as Exhibit 3b to the Registrant's
Registration Statement on Form SB-2, No. 333-7683, and
incorporated herein by reference).
4.4 Form of Common Stock Certificate (Filed as Exhibit 4b to the
Registrant's Registration Statement on Form SB-2, No.
333-7683, and incorporated herein by reference).
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. as to the legality of shares being registered.
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (included in opinion of counsel filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
99.1 QC Optics, Inc. 1996 Stock Option Plan (Filed as Exhibit 10p
to the Registrant's Registration Statement on Form SB-2, No.
333-7683, and incorporated herein by reference).
99.2 QC Optics, Inc. 1996 Formula Stock Option Plan (Filed as
Exhibit 10q to the Registrant's Registration Statement on
Form SB-2, No. 333-7683, and incorporated herein by
reference).
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300
Fax: 202/434-7400
April 30, 1998
Board of Directors
QC Optics, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01887
Gentlemen:
We have acted as counsel to QC Optics, Inc., a Delaware
corporation (the "Company"), with respect to the preparation and filing
with the Securities and Exchange Commission of a Registration Statement
on Form S-8 (the "Registration Statement"), pursuant to which the
Company is registering an aggregate of 460,000 shares of its common
stock, $.01 par value per share (the "Shares"), under the Securities Act
of 1933, as amended. This opinion is being rendered in connection with
the filing of the Registration Statement. All capitalized terms used
herein and not otherwise defined shall have the respective meanings
given to them in the Registration Statement.
In connection with this opinion, we have examined the Company's
Certificate of Incorporation and Bylaws, both as currently in effect;
such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and
the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the
Shares have been duly authorized by the Company and (ii) the Shares,
when issued and sold as described in the Registration Statement, will be
duly and validly issued, fully paid and non-assessable shares of the
Company.
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Board of Directors
QC Optics, Inc.
April 30, 1998
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Our opinion is limited to the General Corporation Laws of the
State of Delaware, and we express no opinion with respect to the laws of
any other jurisdiction. No opinion is expressed herein with respect to
the qualification of the Shares under the securities or blue sky laws of
any state or any foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit
to the Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
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Exhibit 23.2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and all references to our Firm) included in or made part of this registration
statement.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Boston, Massachusetts
April 24, 1998
