<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2000.
REGISTRATION NO. 333
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECTRA-PHYSICS LASERS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1335 TERRA BELLA AVENUE, BUILDING 7 77-0264342
(State of Incorporation) MOUNTAIN VIEW, CALIFORNIA 94043 (I.R.S. Employer
(Address of principal executive offices) (Zip Code) Identification No.)
</TABLE>
2000 SPECTRA-PHYSICS LASERS, INC.
STOCK INCENTIVE PLAN
2000 SPECTRA-PHYSICS LASERS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Mr. Patrick L. Edsell
Chairman, President and Chief Executive Officer
Spectra-Physics Lasers, Inc.
1335 Terra Bella Avenue
Building 7
Mountain View, California 94043
(Name and address of agent for service)
(650) 961-2550
(Telephone number, including area code, of agent for service)
With a Copy to:
John D. LaRocca, Esq.
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
CALCULATION OF REGISTRATION FEE FOR 2000
SPECTRA-PHYSICS LASERS, INC. STOCK INCENTIVE PLAN
<TABLE>
<CAPTION>
Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Aggregate Registration
Registered Registered Price Per Share(1) Offering Price(1) Fee
- -------------------------------- ----------------- --------------------- -------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock of
Spectra-Physics Lasers, Inc., 2,500,000 shares $41.6875 $104,218,750.00 $27,513.75
par value $.01 per share
- -------------------------------- ----------------- --------------------- -------------------------- ----------------------
</TABLE>
(1) Estimated solely for the purposes of determining the registration fee
in accordance with Rule 457(h) and 457(c) under the Securities Act of
1933 on the basis of $41.6875 per share, the average of the high and
low prices of the Registrant's Common Stock as reported for
May 19, 2000.
================================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE FOR 2000
SPECTRA-PHYSICS LASERS, INC.
EMPLOYEE STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
To Be To Be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of
Spectra-Physics Lasers, Inc., 500,000 shares $41.6875 $20,843,750.00 $5,502.75
par value $.01 per share
- -----------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of determining the registration fee in accordance with Rule 457(h)
and 457(c) under the Securities Act of 1933 on the basis of $41.6875 per share, the average of the
high and low prices of the Registrants Common Stock as reported for May 19, 2000.
===========================================================================================================
</TABLE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information required in Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Spectra-Physics Lasers, Inc. (the
"Registrant") which we have filed with the Commission are incorporated by
reference in this Registration Statement as of their respective dates:
(a) The Registrant's annual report on Form 10-K for the year
ended December 31, 1999 filed on March 24, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the
three months ending March 31, 2000, filed May 10, 2000, and all other reports
filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") since December 31, 1999;
(c) The description of the Registrant's Common Stock contained
in the Company's Registration Statement on Form 8-A (File No. 000-23461) and the
information incorporated therein by reference appearing under the caption
"Description of Capital Stock" beginning on page 52 of the Prospectus included
as part of the Company's Registration Statement on Form S-1 (File No.
333-38329), which Prospectus was filed December 12, 1997
<PAGE> 3
pursuant to Rule 424(b) promulgated under the Securities Act of 1993, including
any amendments or reports for the purposes of updating such description.
(d) all documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement.
Each document incorporated by reference into this Registration
Statement shall be deemed to be a part of this Registration Statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Dechert Price & Rhoads has acted as special counsel for the
Company in the preparation of this Registration Statement and has given an
opinion upon the validity of the securities registered hereby, which opinion has
been filed as an exhibit hereto.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law ("DGCL"),
the Company's Certificate of Incorporation provides that directors of the
Company shall not 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) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derives an
improper personal benefit. In addition, the Company's Bylaws provide for
indemnification of the Company's officers and directors to the fullest extent
permitted under Delaware law.
Thermo Electron Corporation, the beneficial owner of a
majority of the outstanding Common Stock of the Company, maintains directors'
and officers' liability insurance for the benefit of the Company's directors and
certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
- 2 -
<PAGE> 4
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 The relevant portions the Certificate of
Incorporation, as amended, of the Registrant
defining the rights of holders of Common
Stock (which is set forth on Exhibit 3.1 to
the registration statement on Form S-1 (File
No. 333-38329), filed October 21, 1997).
4.2 Bylaws of the Registrant (which is set forth
on Exhibit 3.2 to the registration statement
on Form S-1 (File No. 333-38329), filed
October 21, 1997).
5.1 Opinion of Dechert Price & Rhoads (counsel
to the Registrant).
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature
page).
</TABLE>
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement and
- 3 -
<PAGE> 5
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference 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.
(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 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 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 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> 6
SIGNATURES
The Registrant. 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 city of Mountain View, state of California, on
this 24th day of May, 2000.
SPECTRA-PHYSICS LASERS, INC.
By:
---------------------------
Patrick L. Edsell
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Patrick L. Edsell,
individually, his attorneys-in-fact, with full power of substitution and
resubstitution, for him in any and all capacities, to sign any or all amendments
or post-effective amendments to this registration statement and to file the same
with the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each such attorney-in-fact, or his
agent or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date indicated.
<TABLE>
<S> <C>
Chairman, President and
Chief Executive Officer and Director
- ----------------------------------
Patrick L. Edsell
Vice President, Finance, Treasurer
- ---------------------------------- (Principal financial officer)
Seth Halio
Director
- ----------------------------------
Lawrence C. Karlson
Director
- ----------------------------------
Earl R. Lewis
Director
- ----------------------------------
Denis A. Helm
Director
- ----------------------------------
Polyvios C. Vintiadis
</TABLE>
- 5 -
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
- ----------- --------
<S> <C>
4.1 The relevant portions the Certificate of
Incorporation, as amended, of the Registrant
defining the rights of holders of Common Stock
(which is set forth on Exhibit 3.1 to the
registration statement on Form S-1 (File No.
333-38329), filed October 21, 1997).
4.2 Bylaws of the Registrant (which is set forth on
Exhibit 3.2 to the registration statement on
Form S-1 (File No. 333-38329), filed October
21, 1997).
5.1 Opinion of Dechert Price & Rhoads (counsel to
the Registrant).
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
OPINION RE LEGALITY
May 24, 2000
Spectra-Physics Lasers, Inc.
1335 Terra Bella Avenue
Building 7
Mountain View, California 94043
Re: Spectra-Physics Lasers, Inc.: 3,000,000 Shares of
Common Stock
Gentlemen and Ladies:
We have acted as counsel for Spectra-Physics Lasers, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of an aggregate of 3,000,000 shares (the
"Shares") of the Company's Common Stock, par value $.01 per share ("Common
Stock") proposed to be issued pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed today with the Securities and
Exchange Commission under the Securities Act relating to the Company's 2000
Stock Incentive Plan and its 2000 Employee Stock Purchase Plan (together the
"Plans").
We have participated in the preparation of the Registration
Statement and examined such corporate records and documents and matters of law
as we have considered appropriate to enable us to give this opinion.
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized by the Company, and that the Shares
issuable in accordance with the terms of the Plans, and delivered to
participants 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. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
Very truly yours,
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated January 22, 1999 relating to the
financial statements and financial statement schedule of Spectra-Physics Lasers,
Inc., which appear in Spectra-Physics Lasers, Inc. 's Annual Report on Form
10-K for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
San Jose, California
May 22, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
January 18, 2000 included in Spectra-Physics Lasers, Inc.'s Form 10-K for the
year ended December 31, 1999.
/s/ Arthur Andersen LLP
San Jose, California
May 22, 2000
