<PAGE>
As filed with the Securities and Exchange Commission on November 26, 1996
REGISTRATION STATEMENT NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
DATA TRANSLATION II, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3332230
(State of Incorporation) (I.R.S. Employer
Identification Number)
100 LOCKE DRIVE
MARLBORO, MASSACHUSETTS 01752-1192
(508) 481-3700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
DATA TRANSLATION II, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
_________________________
ALFRED A. MOLINARI, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DATA TRANSLATION II, INC.
100 LOCKE DRIVE
MARLBORO, MASSACHUSETTS 01752-1192
(508) 481-3700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________________
With a copy to:
Stuart M. Cable, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered (1) Price Per Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 150,000 shares $7.32(2) $ 1,098,000 $333
per share
=============================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Data Translation II, Inc. Employee Stock Purchase Plan in the event of a
stock dividend, reverse stock split, split-up, recapitalization or other
similar event.
(2) This estimate is based on the book value of the Common Stock of
Data Translation II, Inc. on August 31, 1996 pursuant to Rule 457(h)(1)
under the Securities Act of 1933, as amended, solely for purposes of
determining the registration fee.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Data Translation II, Inc. (the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission.
(a) The Company's effective Registration Statement on Form 10, containing
audited financial statements for the fiscal year ended November 30,
1995, filed with the Securities and Exchange Commission on September
13, 1996, as amended;
(b) All other reports filed since November 30, 1995 pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(c) The description of the Company's common stock contained in its
Registration Statement on Form 10, filed with the Securities and
Exchange Commission on September 13, 1996, as amended, under Section
12 of the Exchange Act and any amendments or reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
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.
-----------------------------------------
In accordance with Section 145 of the General Corporation Law of the
State of Delaware, Article VII of the Company's Certificate of Incorporation
(the "Certificate") provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the Certificate
provides that if the General Corporation Law of the State of Delaware is amended
to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended.
Article V of the Company's By-laws provides for indemnification by the
Company of its directors, officers and certain non-officer employees under
certain circumstances against expenses (including attorney's fees, judgments,
fines, taxes, penalties and amounts paid in settlement) reasonably incurred in
connection with the defense or settlement of any threatened, pending or
completed legal proceeding in which any such person is involved by reason of the
fact that such person is or was a director, officer or employee of the Company
if such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to criminal actions or proceedings, if such person had no reasonable cause to
believe his or her conduct was unlawful.
The Company carries directors' and officers' liability insurance covering
its directors and officers.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
- --------
4.1 Data Translation II, Inc. Employee Stock Purchase Plan.
4.2 Form of Employee Stock Purchase Plan Enrollment Form
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (to be included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) 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 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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
3
<PAGE>
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 and will be governed by the final adjudication of such issue.
4
<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 Marlboro, Commonwealth of Massachusetts, on November
26, 1996.
DATA TRANSLATION II, INC.
By: /s/ Alfred A. Molinari, Jr.
------------------------------------
Alfred A. Molinari, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Data Translation II, Inc. hereby severally constitute Alfred A.
Molinari, Jr. our true and lawful attorney with full power to him to sign for us
and in our names in the capacities indicated below, the registration statement
filed herewith and any and all amendments to said registration statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Data Translation II, Inc. to comply with the provisions
of the Securities Act of 1933 and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Alfred A. Molinari, Jr. Chairman of the Board of Directors, November 26, 1996
- -------------------------------- President and Chief Executive Officer
Alfred A. Molinari, Jr. (Principal Executive Officer)
/s/ Gary B. Godin Chief Financial Officer (Principal Financial November 26, 1996
- -------------------------------- Officer and Principal Accounting Officer)
Gary B. Godin
/s/ Ellen W. Harpin Director, Vice President and Secretary November 26, 1996
- --------------------------------
Ellen W. Harpin
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
4.1 Data Translation II, Inc. Employee Stock Purchase Plan.
4.2 Form of Employee Stock Purchase Plan Enrollment Form
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (to be included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
</TABLE>
<PAGE>
EXHIBIT 4.1
DATA TRANSLATION II, INC.
EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Data Translation II, Inc. Employee Stock Purchase
Plan ("the Plan") is to provide eligible employees of Data Translation II, Inc.
(the "Company") and certain of its subsidiaries with opportunities to purchase
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). One hundred fifty thousand (150,000) shares of Common Stock in the
aggregate have been approved and reserved for this purpose. The Plan is intended
to constitute an "employee stock purchase plan" within the meaning of Section
423(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall
be interpreted in accordance with that intent.
1. Administration. The Plan will be administered by the person or
--------------
persons (the "Administrator") appointed by the Company's Board of Directors (the
"Board") for such purpose. The Administrator has authority to make rules and
regulations for the administration of the Plan, and its interpretations and
decisions with regard thereto shall be final and conclusive. No member of the
Board or individual exercising administrative authority with respect to the Plan
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted hereunder.
2. Offerings. The Company will make one or more offerings to
---------
eligible employees to purchase Common Stock under the Plan ("Offerings"). Unless
otherwise determined by the Administrator, the initial Offering will begin on
January 2, 1997 and will end on June 30, 1997 (the "Initial Offering").
Thereafter, unless otherwise determined by the Administrator, an Offering will
begin on the first business day occurring on or after each
1
<PAGE>
July 1 and January 1 and will end on the last business day occurring on or
before the following December 31 and June 30, respectively. The Administrator
may, in its discretion, designate a different period for any Offering, provided
that no Offering shall exceed one year in duration or overlap any other
Offering.
3. Eligibility. All employees of the Company (including employees
-----------
who are also directors of the Company) and all employees of each Designated
Subsidiary (as defined in Section 11) are eligible to participate in any one or
more of the Offerings under the Plan, provided that as of the first day of the
applicable Offering (the "Offering Date") they are customarily employed by the
Company or a Designated Subsidiary for more than twenty (20) hours a week.
4. Participation. An employee eligible on any Offering Date may
-------------
participate in such Offering by submitting an enrollment form to his appropriate
payroll location at least fifteen (15) business days before the Offering Date
(or by such other deadline as shall be established for the Offering). The form
will (a) state a whole percentage to be deducted from his Compensation (as
defined in Section 11) per pay period, (b) authorize the purchase of Common
Stock for him in each Offering in accordance with the terms of the Plan and (c)
specify the exact name or names in which shares of Common Stock purchased for
him are to be issued pursuant to Section 10. An employee who does not enroll in
accordance with these procedures will be deemed to have waived his right to
participate. Unless an employee files a new enrollment form or withdraws from
the Plan, his deductions and purchases will continue at the same percentage of
Compensation for future Offerings, provided he remains
2
<PAGE>
eligible. Notwithstanding the foregoing, participation in the Plan will neither
be permitted nor be denied contrary to the requirements of the Code.
5. Employee Contributions. Each eligible employee may authorize
----------------------
payroll deductions at a minimum of one percent (1%) up to a maximum of ten
percent (10%) of his Compensation for each pay period. The Company will maintain
book accounts showing the amount of payroll deductions made by each
participating employee for each Offering. No interest will accrue or be paid on
payroll deductions.
6. Deduction Changes. Except as may be determined by the
-----------------
Administrator in advance of an Offering, an employee may not increase or
decrease his payroll deduction during any Offering, but may increase or decrease
his payroll deduction with respect to the next Offering (subject to the
limitations of Section 5) by filing a new enrollment form at least fifteen (15)
business days before the next Offering Date (or by such other deadline as shall
be established for the Offering). The Administrator may, in advance of any
Offering, establish rules permitting an employee to increase, decrease or
terminate his payroll deduction during an Offering.
7. Withdrawal. An employee may withdraw from participation in
----------
the Plan by delivering a written notice of withdrawal to his appropriate payroll
location. The employee's withdrawal will be effective as of the next business
day. Following an employee's withdrawal, the Company will promptly refund to him
his entire account balance under the Plan (after payment for any Common Stock
purchased before the effective date of withdrawal). Partial withdrawals are not
permitted. The employee may not begin participation again during
3
<PAGE>
the remainder of the Offering, but may enroll in a subsequent Offering in
accordance with Section 4.
8. Grant of Options. On each Offering Date, the Company will grant
----------------
to each eligible employee who is then a participant in the Plan an option
("Option") to purchase on the last day of such Offering (the "Exercise Date"),
at the Option Price hereinafter provided for, a maximum of one thousand five
hundred (1,500) shares of Common Stock reserved for the purposes of the Plan, or
such other maximum number of shares as shall have been established by the
Administrator in advance of the Offering. The purchase price for each share
purchased under such Option (the "Option Price") will be 85% of the Fair Market
Value of the Common Stock on the Offering Date or the Exercise Date, whichever
is less.
Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option was granted, would be
treated as owning stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any
Parent or Subsidiary (as defined in Section 11). For purposes of the preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in
determining the stock ownership of an employee, and all stock which the employee
has a contractual right to purchase shall be treated as stock owned by the
employee. In addition, no employee may be granted an Option which permits his
rights to purchase stock under the Plan, and any other employee stock purchase
plan of the Company and its Parents and Subsidiaries, to accrue at a rate which
exceeds $25,000 of the fair market value of such stock (determined on the option
grant date or dates) for each calendar year in which the Option
4
<PAGE>
is outstanding at any time. The purpose of the limitation in the preceding
sentence is to comply with Section 423(b)(8) of the Code.
9. Exercise of Option and Purchase of Shares. Each employee who
-----------------------------------------
continues to be a participant in the Plan on the Exercise Date shall be deemed
to have exercised his Option on such date and shall acquire from the Company
such number of whole shares of Common Stock reserved for the purpose of the Plan
as his accumulated payroll deductions on such date will purchase at the Option
Price, subject to any other limitations contained in the Plan. Any amount
remaining in an employee's account at the end of an Offering solely by reason of
the inability to purchase a fractional share will be carried forward to the next
Offering; any other balance remaining in an employee's account at the end of an
Offering will be refunded to the employee promptly.
10. Issuance of Certificates. Certificates representing shares of
------------------------
Common Stock purchased under the Plan may be issued only in the name of the
employee, in the name of the employee and another person of legal age as joint
tenants with rights of survivorship, or in the name of a broker authorized by
the employee to be his, or their, nominee for such purpose.
11. Definitions.
-----------
The term "Compensation" means the amount of base pay and commissions,
prior to salary reduction pursuant to either Section 125 or 401(k) of the Code,
but excluding overtime, incentive or bonus awards, allowances and reimbursements
for expenses such as relocation allowances or travel expenses, income or gains
on the exercise of Company stock options, and similar items.
5
<PAGE>
The term "Designated Subsidiary" means any present or future Subsidiary
(as defined below) that has been designated by the Board to participate in the
Plan. The Board may so designate any Subsidiary, or revoke any such designation,
at any time and from time to time, either before or after the Plan is approved
by the stockholders.
The term "Fair Market Value of the Common Stock" means (i) if the
Common Stock is admitted to trading on a national securities exchange or the
NASDAQ National Market, the closing price reported for the Common Stock on such
exchange or system for such date or, if no sales were reported for such date,
for the next preceding date for which a sale was reported, or (ii) if clause (i)
does not apply but the Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System Small-Cap Market
("NASDAQ"), the average of the highest bid and lowest asked prices reported for
the Common Stock on NASDAQ for such date or, if no bid and asked prices were
reported for such date, for the next preceding date for which such prices were
reported.
The term "Parent" means a "parent corporation" with respect to the
Company, as defined in Section 424(e) of the Code.
The term "Subsidiary" means a "subsidiary corporation" with respect to
the Company, as defined in Section 424(f) of the Code.
12. Rights on Termination of Employment. If a participating
-----------------------------------
employee's employment terminates for any reason before the Exercise Date for any
Offering, no payroll deduction will be taken from any pay due and owing to the
employee and the balance in his account will be paid to him or, in the case of
his death, to his designated beneficiary as if he had withdrawn from the Plan
under Section 7. An employee will be deemed to have
6
<PAGE>
terminated employment, for this purpose, if the corporation that employs him,
having been a Designated Subsidiary, ceases to be a Subsidiary, or if the
employee is transferred to any corporation other than the Company or a
Designated Subsidiary.
13. Special Rules. Notwithstanding anything herein to the contrary,
-------------
the Administrator may adopt special rules applicable to the employees of a
particular Designated Subsidiary, whenever the Administrator determines that
such rules are necessary or appropriate for the implementation of the Plan in a
jurisdiction where such Designated Subsidiary has employees; provided that such
rules are consistent with the requirements of Section 423(b) of the Code. Such
special rules may include (by way of example, but not by way of limitation) the
establishment of a method for employees of a given Designated Subsidiary to fund
the purchase of shares other than by payroll deduction, if the payroll deduction
method is prohibited by local law or is otherwise impracticable. Any special
rules established pursuant to this Section 13 shall, to the extent possible,
result in the employees subject to such rules having substantially the same
rights as other participants in the Plan.
14. Optionees Not Stockholders. Neither the granting of an Option
--------------------------
to an employee nor the deductions from his pay shall constitute such employee a
holder of the shares of Common Stock covered by an Option under the Plan until
such shares have been purchased by and issued to him.
15. Rights Not Transferable. Rights under the Plan are not
-----------------------
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.
7
<PAGE>
16. Application of Funds. All funds received or held by the
--------------------
Company under the Plan may be combined with other corporate funds and may be
used for any corporate purpose.
17. Adjustment in Case of Changes Affecting Common Stock. In the
----------------------------------------------------
event of a subdivision of outstanding shares of Common Stock, or the payment of
a dividend in Common Stock, the number of shares approved for the Plan, and the
share limitation set forth in Section 8, shall be increased proportionately, and
such other adjustment shall be made as may be deemed equitable by the
Administrator. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Administrator to give
proper effect to such event.
18. Amendment of the Plan. The Board may at any time, and from time
---------------------
to time, amend the Plan in any respect, except that without the approval, within
twelve (12) months of such Board action, by the holders of a majority of the
shares of stock of the Company present or represented and entitled to vote at a
meeting of stockholders, no amendment shall be made increasing the number of
shares approved for the Plan or making any other change that would require
stockholder approval in order for the Plan, as amended, to qualify as an
"employee stock purchase plan" under Section 423(b) of the Code.
19. Insufficient Shares. If the total number of shares of Common
-------------------
Stock that would otherwise be purchased on any Exercise Date plus the number of
shares purchased under previous Offerings under the Plan exceeds the maximum
number of shares issuable under the Plan, the shares then available shall be
apportioned among participants in proportion to the amount of payroll deductions
accumulated on behalf of each participant that would otherwise be used to
purchase Common Stock on such Exercise Date.
8
<PAGE>
20. Termination of the Plan. The Plan may be terminated at any
-----------------------
time by the Board. Upon termination of the Plan, all amounts in the accounts of
participating employees shall be promptly refunded.
21. Governmental Regulations. The Company's obligation to sell
------------------------
and deliver Common Stock under the Plan is subject to obtaining all governmental
approvals required in connection with the authorization, issuance, or sale of
such stock.
The Plan shall be governed by Delaware law except to the extent that
such law is preempted by federal law.
22. Issuance of Shares. Shares may be issued upon exercise of an
------------------
Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.
23. Tax Withholding. Participation in the Plan is subject to any
---------------
required tax withholding on income of the participant in connection with the
Plan. Each employee agrees, by entering the Plan, that the Company and its
Subsidiaries shall have the right to deduct any such taxes from any payment of
any kind otherwise due to the employee, including shares issuable under the
Plan.
24. Notification Upon Sale of Shares. Each employee agrees, by
--------------------------------
entering the Plan, to give the Company prompt notice of any disposition of
shares purchased under the Plan where such disposition occurs within two years
after the date of grant of the Option pursuant to which such shares were
purchased.
25. Effective Date and Approval of Shareholders. The Plan shall
-------------------------------------------
take effect on the later of the date it is adopted by the Board and the date it
is approved by the holders of a
9
<PAGE>
majority of the shares of stock of the Company present or represented and
entitled to vote at a meeting of stockholders, which approval must occur within
twelve (12) months of the adoption of the Plan by the Board.
10
<PAGE>
FORM OF
DATA TRANSLATION II, INC.
EMPLOYEE STOCK PURCHASE PLAN
ENROLLMENT FORM
PLEASE PRINT/TYPE
- -----------------
- -----------------------------------
Name
- ----------------------------------- ----------------- ---------------
Address Employee No. Division
- -----------------------------------
PARTICIPANT CONTRIBUTIONS
- -------------------------
Contribution Rate___% Indicate the percentage of base pay and commissions you
want deducted by regular payroll deductions (1% - 10%,
whole percentages only).
AUTHORIZATION
- -------------
[ ] I hereby acknowledge receipt of a copy of the Plan's Summary Plan
Description and authorize the Company to enroll me in the Data
------
Translation II, Inc. Employee Stock Purchase Plan. I further acknowledge
that I must notify the Company if I sell the Shares purchased under the
Plan within the two-year holding period. I hereby authorize the Company
and its subsidiaries to withhold any taxes required to be withheld in
connection with the Plan from any payment otherwise due to me.
[ ] I hereby authorize Shares purchased under the Data Translation II, Inc.
Employee Stock Purchase Plan to be issued in my name and that of
-------------------------- joint tenants with rights of survivorship.*
(name of another individual)
[ ] I hereby designate the following as my beneficiary under the Data
Translation II, Inc. Employee Stock Purchase Plan:
--------------------------------- ---------------------------------
Name Relationship
---------------------------------
Address
----------------------------------
- ----------------------------------------- ---------------------------------
Employee Signature Date
================================================================================
INTERNAL OFFICE USE ONLY
- ------------------------
Participant contribution ____% of Plan Compensation ---------------------
(Effective Date)
- ------------------------- ---------------------------
Date received Processed by
*If this provision is not completed, the shares will be issued in your name
only.
<PAGE>
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
November 26, 1996
Data Translation II, Inc..
100 Locke Drive
Marlboro, MA 01752
Re: Data Translation II, Inc. Employee Stock Purchase Plan
-------------------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 150,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Data Translation II, Inc. (the "Company") which may be issued under the
Company's Employee Stock Purchase Plan (the "Plan").
We have acted as counsel to the Company in connection with the registration
of the Shares under the Act. We have examined the Certificate of Incorporation
and the By-laws of the Company; such records of the corporate proceedings of the
Company as we deemed necessary; a registration statement on Form S-8 under the
Act relating to the Shares (the "Registration Statement"); and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion. 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 form, and the legal competence of each individual executing a document.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of, and payment for, the Shares in accordance with the terms of the
Registration Statement, the Plan and the enrollment agreements entered into
pursuant to the Plan, the Shares will be legally issued, fully paid and non-
assessable shares of the Company's Common Stock.
<PAGE>
GOODWIN, PROCTER & HOAR LLP
Data Translation II, Inc.
November 26, 1996
Page 2
The foregoing opinion assumes that all requisite steps will be taken to
comply with the requirements of the Act and applicable requirements of state
laws regulating the offer and sale of securities. The foregoing opinion further
assumes that the purchase price paid for the Shares will be in excess of the par
value thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 12, 1996
included in Data Translation II, Inc.'s Form 10 for the year ended November 30,
1995 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 22, 1996
