<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.
REPLACEMENT STOCK OPTION 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
per share 3,045 $1.81 $ 5,511.45
1,525 $2.13 $ 3,248.25
1,150 $2.25 $ 2,587.25
10,375 $2.75 $ 28,531.50
10,000 $2.81 $ 28,100.00
1,250 $3.03 $ 3,787.50
10,000 $3.38 $ 33,800.00
975 $3.63 $ 3,539.25
2,700 $3.75 $ 10,125.00
1,213 $4.13 $ 5,009.69
8,500 $4.50 $ 38,250.00
4,750 $4.63 $ 21,992.50
6,500 $4.95 $ 32,175.00
3,000 $6.13 $ 18,390.00
1,100 $6.38 $ 7,018.00
12,500 $6.74 $ 84,250.00
5,000 $6.75 $ 33,750.00
1,090 $7.00 $ 7,630.00
23,287 $7.32(2) $ 170,460.84
11,275 $7.38 $ 83,209.50
1,300 $7.50 $ 9,750.00
3,750 $7.94 $ 29,775.00
750 $9.31 $ 6,982.00
21,175 $11.00 $ 232,925.00
18,346 $13.06 $ 239,598.76
7,654 $14.37 $ 109,987.98
375 $14.38 $ 5,392.50
1,000 $15.00 $ 15,000.00
7,500 $15.50 $ 116,250.00
1,625 $15.75 $ 25,593.75
50,000 $16.25 $ 812,500.00
1,000 $16.50 $ 16,500.00
1,250 $16.88 $ 21,100.00
750 $17.00 $ 12,750,00
38,750 $17.75 $ 687,812.50
------- ------------- -------
275,000 $2,963,283.72 $898.00
==============================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Data Translation II, Inc. Replacement Stock Option 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
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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. Replacement Stock Option Plan.
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 is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
3
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(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
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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 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
Alfred A. Molinari, Jr. President and Chief Executive Officer
(Principal Executive Officer)
/s/ Gary B. Godin
- ------------------------------- Chief Financial Officer (Principal November 26, 1996
Gary B. Godin Financial Officer and Principal
Accounting Officer)
/s/ Ellen W. Harpin
- ------------------------------- Director, Vice President and Secretary November 26, 1996
Ellen W. Harpin
</TABLE>
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
4.1 Data Translation II, Inc. Replacement Stock Option Plan.
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.
REPLACEMENT STOCK OPTION PLAN
-----------------------------
1. Purpose
-------
This Replacement Stock Option Plan (the "Plan") provides for the issuance
of options to purchase shares of the Common Stock of Data Translation, Inc.
(formerly known as Data Translation II, Inc., the "Company") to participants in
the Key Employee Incentive Plan (1982) and the Key Employee Incentive Plan
(1992) of Media 100 Inc. (formerly known as Data Translation, Inc.) (the
"Optionees") as part of an adjustment to their outstanding stock options awarded
under such plans (the "Predecessor Plans") in connection with the spin-off of
the Company by Data Translation, Inc.
2. Administration
--------------
The Plan shall be administered either by the Board of Directors of the
Company (the "Board of Directors") or by a committee of not fewer than two
directors of the Company appointed by the Board of Directors (in either case,
the "Administrator"). Subject to the terms and conditions of the Plan, the
Administrator shall have the power:
(i) To determine who shall receive options under the Plan and to
prescribe the terms and provisions of options issued under the Plan;
(ii) To construe and interpret the Plan and the options issued
hereunder and to establish, amend, and revoke rules and regulations for
administration of the Plan (including to correct any defect or supply
any omission, or reconcile any inconsistency in the Plan, in any
option, or in any related agreements, in the manner and to the extent
the Administrator shall deem necessary or expedient to make the Plan
fully effective);
(iii) To amend from time to time, as the Administrator may
determine is in the best interests of the Company, the terms of any
outstanding options, including without limitation, to modify the
vesting schedule, exercise price or expiration date thereof; and
(iv) Generally, to exercise such powers and to perform such acts
as are deemed necessary or expedient to promote the best interests of
the Company with respect to the Plan.
All decisions and determinations by the Administrator in the exercise of these
powers shall be final and binding upon the Company and the Optionees.
<PAGE>
3. Stock Subject to the Options
----------------------------
The stock subject to the options issued under the Plan, shall be shares of
the Company's authorized but unissued Common Stock, par value $.01 per share
(the "Common Stock"), which may either be authorized but unissued shares or
treasury shares or shares previously reserved for issuance upon exercise of
options under the Plan, and allocable to one or more options (or portions of
options) which have expired or been canceled or terminated (other than by
exercise). The total number of shares that may be issued under the Plan shall
not exceed an aggregate of 275,000 shares of Common Stock. Such number of shares
shall be subject to adjustment as provided in Section 6 hereof.
4. Eligibility
-----------
Each holder of an option to purchase common stock of Data Translation, Inc.
that was granted under a Predecessor Plan and is outstanding on the Distribution
Date, as defined in the distribution agreement (the "Distribution Agreement") to
be signed between Data Translation, Inc. and the Company on or about November
29, 1996 (a "Predecessor Option"), shall be eligible to receive one or more
options under the Plan.
5. The Options
-----------
It is intended that each person determined by the Administrator to be
eligible under Section 4 shall be issued an option under the Plan in respect of
each Predecessor Option held by such person, as contemplated by Section 8.7.1 of
the Distribution Agreement. The number of shares of Common Stock subject to
each option and the exercise price therefor shall be determined by the
Administrator in accordance with Section 8.7 of the Distribution Agreement.
Subject to the foregoing and except as otherwise provided in the Plan, each
option issued under the Plan shall have substantially the same terms as the
related Predecessor Option, with appropriate alterations to reflect the
Company's substitution for Data Translation, Inc. as the issuer of the stock
subject to such options and, in the case of Transferred Employees (as defined in
the Distribution Agreement), as the employer of the Optionee. Without limiting
the generality of the foregoing, in construing the terms and conditions of
options issued under the Plan:
(i) an option shall be deemed to have been granted on the date
the related Predecessor Option was granted; and
(ii) references in a Predecessor Plan or Predecessor Option to
Data Translation, Inc., its board of directors or its common stock
shall, for periods on and after the Distribution Date, be treated as
referring to the Company, the Administrator and the Common Stock,
respectively; except that
2
<PAGE>
(iii) in the case of Optionees other than Transferred
Employees, references in a Predecessor Plan or Predecessor Option to
termination of employment or other service with Data Translation, Inc.
or a subsidiary shall be treated as continuing to refer to Data
Translation, Inc. and its subsidiaries.
Options issued to Transferred Employees in respect of Predecessor Options that
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), on the Distribution Date are intended to
be issued in substitution for a portion of such Predecessor Options, so that
they qualify as incentive stock options under Section 424(a) of the Code and the
regulations promulgated thereunder, and shall be interpreted in accordance with
that intent.
No Optionee shall be deemed for any purpose to be the owner of any shares
of Common Stock subject to any option unless and until (i) the option shall have
been exercised pursuant to the terms thereof, (ii) all requirements under
applicable law and regulations shall have been complied with to the satisfaction
of the Company, (iii) the Company shall have issued and delivered the shares to
the Optionee, and (iv) the Optionee's name shall have been entered as a
stockholder of record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights with respect to such
shares of Common Stock.
6. Adjustment Upon Changes in Capitalization
-----------------------------------------
(a) If the shares of the Company's Common Stock as a whole are
increased, decreased, changed into or exchanged for a different number or
kind of shares or securities of the Company, whether through
reorganization, recapitalization, reclassification, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate
structure or the like, an appropriate and proportionate adjustment shall be
made in the number and kind of shares subject to the Plan, and in the
number, kind, and per share exercise price of shares subject to unexercised
options or portions thereof granted prior to any such change. In the event
of any such adjustment in an outstanding option, the Optionee thereafter
shall have the right to purchase the number of shares under such option at
the per share price, as so adjusted, which the Optionee could purchase at
the total purchase price applicable to the option immediately prior to such
adjustment.
(b) Adjustments under this Section 6 shall be determined by the
Administrator and such determinations shall be conclusive. The
Administrator shall have the discretion and power in any such event to
determine and to make effective provision for acceleration of the time or
times at which any option or portion thereof shall become exercisable. No
fractional shares of Common Stock shall be issued under the Plan on account
of any adjustment specified above.
3
<PAGE>
(c) The provisions of this Section 6 shall apply to the exclusion of
any provision in any Predecessor Plan or Predecessor Option.
4
<PAGE>
7. Tax Withholding
---------------
Each Optionee shall, no later than the date as of which the value of any
option issued hereunder or of any Common Stock issued upon the exercise of such
option first becomes includible in the gross income of the Optionee for federal
income tax purposes (the "Tax Date"), pay to the Company, or make arrangements
satisfactory to the Administrator (which, in the case of an Optionee other than
a Transferred Employee, shall include payment to Media 100 Inc. or arrangements
satisfactory to Media 100 Inc.) regarding payment of, any federal, state, or
local taxes of any kind required by law to be withheld with respect to such
income. In the event that an Optionee has not made the arrangements described in
this Section 8 on or before the Tax Date, the Company is hereby authorized to
withhold the amount of any federal, state or local taxes of any kind required by
law with respect to such income from any payment otherwise due to the Optionee.
8. Amendment of the Plan
---------------------
The Board of Directors may discontinue or amend the Plan, and the
Administrator may amend any option granted hereunder at any time, and from time
to time, subject to any required regulatory approval, provided that no amendment
shall adversely affect the rights of an Optionee without such Optionee's
consent.
5
<PAGE>
9. Nonexclusivity of the Plan
--------------------------
The adoption of the Plan by the Board of Directors shall not be construed
as creating any limitations on the power of the Board of Directors to adopt such
other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock or stock options otherwise than under the
Plan, and such arrangements may be applicable either generally or only in
specific cases. Neither the Plan nor any option granted hereunder shall be
deemed to confer upon any person any right to employment or continued employment
with the Company.
10. Government and Other Regulations; Governing Law
-----------------------------------------------
(a) The obligation of the Company to sell and deliver shares of Common
Stock with respect to options granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such approvals
by governmental agencies as may be deemed necessary or appropriate by the
Administrator.
(b) The Plan shall be governed by Delaware law, except to the extent
that such law is preempted by federal law.
11. Effective Date of the Plan
--------------------------
The Plan shall become effective on the Distribution Date.
6
<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. Replacement Stock Option 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 275,000 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 pursuant to
options granted under the Company's Replacement Stock Option 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 award 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
