<PAGE>
As filed with the Securities and Exchange Commission on April 8, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
VIVID TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3054475
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
10E COMMERCE WAY, WOBURN, MASSACHUSETTS 01801
---------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
VIVID TECHNOLOGIES, INC.
1989 COMBINATION STOCK OPTION PLAN
VIVID TECHNOLOGIES, INC.
1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
VIVID TECHNOLOGIES, INC.
1996 EQUITY INCENTIVE PLAN
--------------------------
(Full Title of the Plan)
S. DAVID ELLENBOGEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
VIVID TECHNOLOGIES, INC.
10E COMMERCE WAY
WOBURN, MASSACHUSETTS 01801
---------------------------
(Name and Address of Agent For Service)
(617) 938-7800
--------------
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Offer- Registra-
Registered Registered(1) Per Share(2) ing Price(2) tion fee
- --------------- ------------- ----------------- ------------------- ---------
<S> <C> <C> <C> <C>
Common Stock, 1,806,080(3) $15.375 $27,768,480 $8,414.69
$.01 par shares
value
</TABLE>
================================================================================
(1) Consists of (1) 931,080 shares reserved for issuance under the Vivid
Technologies, Inc. 1989 Combination Stock Option Plan, which amount
represents shares reserved for issuance under issued and outstanding options
and options available for issuance under such plan, (ii) 125,000 shares
reserved for issuance under the Vivid Technologies, Inc. 1996 Nonemployee
Directors Stock Option Plan, and (iii) 750,000 shares reserved for issuance
under the Vivid Technologies, Inc. 1996 Equity Incentive Plan.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's Common Stock on the
National Association of Securities Dealers National Market System on April
4, 1997.
(3) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Registration Statement on Form S-1 (File No. 333-
14311) filed under Section 424(b) of the Securities Act of 1933, as amended (the
"1933 Act");
(a) The Registrant's Quarterly Report on Form 10-Q for the three months
ended December 31, 1996;
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-28946) filed under
the 1934 Act including any amendment or report filed for the purpose of updating
such description;
(a) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1 (File No. 333-14311) filed under
the 1933 Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act, subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which reregisters all securities then remaining unsold, shall be
deemed hereby 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.
--------------------------------------
The validity of the securities offered hereby has been passed upon for the
Registrant by Messrs. Brown, Rudnick, Freed & Gesmer, One Financial Center,
Boston, Massachusetts 02111. A member of Brown, Rudnick, Freed & Gesmer,
counsel to the Company, is Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Article Ninth of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors of the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the full extent permitted by
Delaware law. Article VII of the Registrant's Bylaws provides that the
Registrant may indemnify its officers and directors to the full extent permitted
by the Delaware General Corporation Law. Section 145 of the Delaware General
Corporation Law authorizes a corporation to indemnify directors, officers,
employees and agents of a corporation if such party acted in good faith in a
manner he believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, as determined in
accordance with the Delaware General Corporation Law. Section 145 further
provides that indemnification shall be provided if the party in question is
successful on the merits or otherwise in any proceeding or action.
The Registrant has entered into indemnification agreements with each of its
present directors. The Company may also enter into similar agreements with
certain of the Company's officers who are not also directors. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by Delaware law with respect to indemnification of directors and officers. In
addition, the Registrant maintains insurance on behalf
<PAGE>
of any person who is or was a director or officer against any loss arising from
any claim asserted against him or her in any such capacity, subject to certain
exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
4.1 Restated Certificate of Incorporation of the Registrant - Filed
as Exhibit 3.03 to the Registrant's Registration Statement on Form
S-1 (File No. 333-14311) (the "S-1 Registration Statement").*
4.2 Bylaws of the Registrant - Filed as Exhibit 3.02 to the
Registrant's S-1 Registration Statement.*
4.3 Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to the
Registrant's S-1 Registration Statement.*
5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their
legal opinion filed as Exhibit 5.1 hereof.
24 Power of Attorney (set forth on page II-4).
99.1 Registrant's 1989 Combination Stock Option Plan - Filed as Exhibit
10.06 to the Registrant's S-1 Registration Statement.*
99.2 Registrant's 1996 Nonemployee Director Stock Option Plan - Filed as
Exhibit 10.07 to the Registrant's S-1 Registration Statement*.
99.3 Registrant's 1996 Equity Incentive Plan -Filed as Exhibit 10.08 to
the Registrant's S-1 Registration Statement.*
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
1933 Act, reference is made to the documents previously filed with the
Commission, which are incorporated by reference herein.
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 liability under the Securities
Act of 1933, 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.
(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.
II-2
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 of 1933 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 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 of 1933 and will be governed by the final adjudication of such
issue.
II-3
<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 Woburn, Commonwealth of Massachusetts, on the 3rd day
of April, 1997.
VIVID TECHNOLOGIES, INC.
By: /s/ Stephen A. Reber
--------------------
Stephen A. Reber
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints S. David Ellenbogen and William J. Frain and each
of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, 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 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 attorneys-in-fact and agents, or any of them, or their
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ S. David Ellenbogen Director and Principal April 3, 1997
- -------------------------- Executive Officer
S. David Ellenbogen
/s/ William J. Frain Principal Financial and April 3, 1997
- -------------------------- Accounting Officer
William J. Frain
/s/ Jay A. Stein Director April 3, 1997
- --------------------------
Jay A. Stein
/s/ L. Paul Bremer III Director April 3, 1997
- --------------------------
L. Paul Bremer III
/s/ Frank Kenny Director April 3, 1997
- --------------------------
Frank Kenny
/s/ Glenn P. Muir Director April 3, 1997
- -------------------------
Glenn P. Muir
/s/ Gerald Segel Director April 3, 1997
- -------------------------
Gerald Segel
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER PAGE NUMBER
- ------- -----------
<C> <S>
4.1 Restated Certificate of Incorporation of the
Registrant - Filed as Exhibit 3.03 to the
Registrant's Registration Statement on Form S-1
(File No. 333-14311) (the "S-1 Registration
Statement").*
4.2 Bylaws of the Registrant - Filed as Exhibit 3.02
to the Registrant's S-1 Registration Statement.*
4.3 Specimen Certificate of Common Stock - Filed as
Exhibit 4.01 to the Registrant's S-1 Registration
Statement.*
5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is
included in their legal opinion filed as Exhibit
5.1 hereof.
24. Power of Attorney (set forth on page II-4).
99.1 Registrant's 1989 Combination Stock Option Plan -
Filed as Exhibit 10.06 to the Registrant's S-1
Registration Statement.*
99.2 Registrant's 1996 Nonemployee Director Stock
Option Plan - Filed as Exhibit 10.07 to the
Registrant's S-1 Registration Statement*.
99.3 Registrant's 1996 Equity Incentive Plan - Filed as
Exhibit 10.08 to the Registrant's S-1 Registration
Statement.*
</TABLE>
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
1933 Act, reference is made to the documents previously filed with the
Commission, which are incorporated by reference herein.
<PAGE>
April 8, 1997
Vivid Technologies, Inc.
10E Commerce Way
Woburn, MA 01801
RE: Vivid Technologies, Inc. Registration Statement on Form S-8
-----------------------------------------------------------
Ladies and Gentlemen:
We are general counsel to Vivid Technologies, Inc., a Delaware corporation
(the "Company"). We have been asked to deliver this opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 1,806,080 shares of the
Company's Common Stock, $.01 par value (the "Shares").
The Shares are issuable upon exercise of options granted or to be granted
pursuant to the Company's (i) 1989 Combination Stock Option Plan, (the "1989
Plan"), (ii) 1996 Nonemployee Director Stock Option Plan (the "Directors Plan"),
and (iii) 1996 Equity Incentive Plan (the "1996 Plan").
In connection with this opinion, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. A copy of the Restated Certificate of Incorporation of the Company as in
effect on the date hereof;
2. A copy of the Bylaws of the Company as in effect on the date hereof;
3. The corporate minute books or other records of the Company relating to
the proceedings of stockholders and directors of the Company;
4. The 1989 Plan;
5. The Directors Plan;
6. The 1996 Plan; and
<PAGE>
Vivid Technologies, Inc.
10E Commerce Way
Woburn, MA 01801
Page 2
7. The Registration Statement.
For purposes of this opinion we have assumed without any investigation (1)
the legal capacity of each natural person, (2) the genuineness of each
signature, the completeness of each document submitted to us as an original and
the conformity with the original of each document submitted to us as a copy, and
(3) the completeness, accuracy and proper indexing of all governmental records.
We have not, except as specifically noted herein, made any independent
review or investigation of orders, judgments, rules or other regulations or
decrees by which the Company or any of its property may be bound, nor have we
made any independent investigation as to the existence of actions, suits,
investigations or proceedings, if any, pending or threatened against the
Company.
Our opinion contained herein is limited to the laws of The Commonwealth of
Massachusetts, the General Corporation Law of the State of Delaware and to
federal law.
Our opinion hereafter expressed is based solely upon (1) our review of the
Documents, (2) discussions with certain officers of the Company with respect to
the Documents, (3) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein and (4) such review of
published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the 1989 Plan, the Directors Plan or the 1996 Plan, the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, P.C.
By: Brown, Rudnick, Freed & Gesmer, a partner
By:/s/ Philip J. Flink
-------------------
Philip J. Flink, a Member
hereunto duly authorized
LML/PJF/CAW
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 25, 1996
included in Vivid Technologies, Inc.'s Registration Statement on Form S-1 (No.
333-14311), and to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 11, 1997
