As filed with the Securities and Exchange Commission on September 30, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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ROFIN-SINAR TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 38-3306461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
45701 Mast Street
Plymouth, MI 48170
(Address of Principal Executive Offices)
Rofin-Sinar Technologies Inc.
1996 Equity Incentive Plan
and
Rofin-Sinar Technologies Inc.
1996 Non-Employee Directors' Stock Plan
(Full title of the plans)
-------------------------
Derek Heins
Rofin-Sinar Technologies Inc.
45701 Mast Street
Plymouth, MI 48170
(Name and address of agent for service)
(313) 455-5400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(*) Offering Price(*) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,600,000 $9.50 $15,200,000 $5,241.38
par value $.01 per share
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</TABLE>
* The price shown is the average of the high and low prices of the Common
Stock on the Nasdaq National Market consolidated reporting system on
September 25, in accordance with Rule 457(c), and is being utilized
solely for the purpose of calculating the registration fee.
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2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the "Note" to Part I of Form S-8.
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3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) the prospectus included in the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-09539); and
(b) the description of the Registrant's common stock, par
value $.01 per share, contained in the Registrant's Registration
Statement on Form 8-A (File No. 000-21377) for registration of such
common stock under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides,
in summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorneys' fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal action
or proceeding, if they had no reasonable cause to believe their conduct was
unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the Company, unless and only to the
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4
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper. Any such
indemnification may be made by the Company only as authorized in each specific
case upon a determination by the shareholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The Certificate of Incorporation of the Company permits
indemnification of its directors and officers to the maximum extent permitted by
Delaware law, as the same may be amended from time to time.
The Company has in effect a directors and officers liability
insurance policy indemnifying the directors and officers of the Company for
certain liabilities incurred by them, including liabilities under the Securities
Act. The Company pays the entire premium of this policy.
The Company's Certificate of Incorporation contains a
provision that eliminates the personal liability of directors of the Company for
monetary damages for certain breaches of fiduciary duty, as permitted by Section
102(b)(7) of the Delaware General Corporation Law.
Pursuant to the Underwriting Agreement between the Company and
the Underwriters included as Exhibit 1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-09539), the officers and directors of the
Company are indemnified by the Underwriters against certain civil liabilities
under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
3.1 Certificate of Incorporation of the Registrant and
Form of Certificate of Amendment thereto
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-09539))
3.2 By-laws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-09539))
4.1 Rofin-Sinar Technologies Inc. 1996 Equity Incentive
Plan (incorporated by reference to Exhibit 10.12 to
the Registrant's Registration Statement on Form S-1
(File No. 333-09539))
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5
4.2 Rofin-Sinar Technologies Inc. 1996 Non-Employee
Directors' Stock Plan (incorporated by reference to
Exhibit 10.13 to the Registrant's Registration
Statement on Form S-1 (File No. 333-09539))
5.1 Opinion of Shearman & Sterling as to the legality of
common stock being registered
23.1 Consent of KPMG Peat Marwick LLP, independent
certified public accountants
23.2 Consent of Shearman & Sterling (included in Exhibit
5.1)
24 Powers of Attorney (included on signature page)
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 include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act 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 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
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6
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 and will be governed by the final
adjudication of such issue.
<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 New York, State of New York, on the 30th day
of September, 1996.
ROFIN-SINAR TECHNOLOGIES INC.
By: /s/ Peter Wirth
____________________________________________
Name: Peter Wirth
Title: Chairman of the Board of Directors
Chief Executive Officer and President
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Peter Wirth his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement and any and all related registration statements necessary to register
additional securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities indicated on September 30, 1996.
Signature Title
--------- -----
/s/ Peter Wirth Chairman of the Board of Directors, Chief
___________________________________ Executive Officer and President
Peter Wirth
/s/ Hinrich Martinen Executive Vice President, Research and
___________________________________ Development/Operations, Chief Technical
Hinrich Martinen Officer and Director
/s/ Gunther Braun Executive Vice President, Finance and
___________________________________ Administration, Chief Financial Officer,
Gunther Braun and Director
<PAGE>
Exhibit Index
Exhibit No. Description of Document
3.1 Certificate of Incorporation of the Registrant and Form of
Certificate of Amendment thereto (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-1 (File No. 333-09539))
3.2 By-laws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1 (File
No. 333-09539))
4.1 Rofin-Sinar Technologies Inc. 1996 Equity Incentive Plan
(incorporated by reference to Exhibit 10.12 to the Registrant's
Registration Statement on Form S-1 (File No. 333-09539))
4.2 Rofin-Sinar Technologies Inc. 1996 Non-Employee Directors' Stock Plan
(incorporated by reference to Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1 (File No. 333-09539))
5.1 Opinion of Shearman & Sterling as to the legality of common
stock being registered
23.1 Consent of KPMG Peat Marwick LLP, independent certified
public accountants
23.2 Consent of Shearman & Sterling (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
September 30, 1996
Rofin-Sinar Technologies Inc.
45701 Mast Street
Plymouth, MI 48170
Ladies and Gentlemen:
We have acted as counsel for Rofin-Sinar Technologies Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of the Company filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to approximately 1,600,000 shares
(the "Shares") of common stock, par value $.01 per share, of the Company (the
"Common Stock"), to be issued from time to time pursuant to the Company's 1996
Equity Incentive Plan and 1996 Non-Employee Directors' Stock Plan (each, a
"Plan").
In so acting, we have examined the Registration Statement and
we have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State
of New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the
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Rofin-Sinar Technologies Inc. 2 September 30, 1996
terms of the relevant Plan and (b) paid for in full in accordance with the terms
of the relevant Plan, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
The Board of Directors
Rofin-Sinar Technologies Inc. and Affiliates
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Rofin-Sinar Technologies Inc. and Affiliates of our report dated July
19, 1996 relating to the combined balance sheets of Rofin-Sinar Technologies
Inc. and Affiliates as of September 30, 1994, and 1995 and June 30, 1996 and the
related combined statements of operations, stockholders equity, and cash flows
for each of the years in the three-year period ended September 30, 1995 and for
the nine month period ended June 30, 1996, which report appears in the
Rofin-Sinar Technologies Inc. and Affiliates Registration Statement on Form S-1
as amended (File No. 333-09539).
/s/ KPMG Peat Marwick LLP
Detroit, Michigan
September 30, 1996
