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As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ROBOTIC VISION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2400145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
425 Rabro Drive East
Hauppauge, New York 11788
(Address of principal executive offices)
1996 STOCK PLAN
(Full title of the Plan)
PAT V. COSTA, President
Robotic Vision Systems, Inc.
425 Rabro Drive East
Hauppauge, New York 11788
(516) 273-9700
(Name, address and telephone number, including area code,
of agent for service)
----------------
with a copy to:
IRA I. ROXLAND, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered* per share** offering price** fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........... 500,000 shs. $8-7/8 $4,437,500 $1,344.70
- ------------------------------------------------------------------------------------------
</TABLE>
* In addition to 1,000,000 shares of common stock with respect to the 1996
Stock Option Plan previously registered pursuant to Registration No. 333-
03139.
** Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) based on the closing price
reported on the NASDAQ National Market on April 24, 1997.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Robotic Vision Systems, Inc.
(the "Registrant") with the Securities and Exchange Commission, are
incorporated herein by reference and made a part hereof:
1. Registrant's Annual Report on Form 10-K and 10-K/A-1 for
the fiscal year ended September 30, 1996;
2. Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1996;
3. Registrant's Current Report on Form 8-K , 8-K/A-1 and 8-
K/A-2 dated October 9, 1996 related to the Registrant's
acquisition by merger of Systemation Engineered Products,
Inc.
4. The supplemental consolidated financial statements of the
Registrant, and related notes, comprising a portion of the
Registrant's Registration Statement on Form S-3 (File No.
333-20209), declared effective on January 31, 1997; and
5. Registrant's Registration Statement on Form 8-A (File No.
0-8623) containing a description of Registrant's Common
Stock, par value $.01 per share (the "Common Stock").
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement
which indicates that all Common Stock registered hereby has been sold or
which deregisters such Common Stock 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 (such documents, and
the documents listed above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The Common Stock of Registrant is registered under Section 12 of
the Exchange Act.
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Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Article SEVENTH of the Certificate of Incorporation of the
Registrant provides with respect to the indemnification of directors and
officers that the Registrant shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as
amended from time to time, each person that such Section grants the
Registrant power to indemnify. Article TENTH of the Certificate of
Incorporation of the Registrant also provides that no director shall be
liable to the corporation or any of its stockholders for monetary damages
for breach of fiduciary duty as a director, except with respect to (1) a
breach of the director's duty of loyalty to the corporation of its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the Delaware General Corporation Law or (4) a transaction
from which the director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the ability of the
corporation's directors to the corporation or its stockholders to the
fullest extent permitted by Section 102(b)(7) of Delaware General
Corporation Law, as amended from time to time.
Section 145 of the Delaware Corporation Law provides, inter
alia, that to the extent a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding, whether civil, criminal, administrative or
investigative or in defense of any claim, issue or matter therein
(hereinafter, a "Proceeding"), by reason of the fact that he is or was a
director, officer, employee or agent of a corporation or is or was serving
at the request of such corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise (collectively an "Agent" of the corporation), he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 145 also provides that a corporation may indemnify any
person who was or is a party or is a party or is threatened to be made a
party to any threatened Proceeding by reason of the fact that he is or was
an Agent of the corporation, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful; provided, however, that in an action by or in
the right of the corporation, the corporation may not indemnify such
person in respect of any claim, issue, or matter as to which he is
adjudged to be liable to the corporation unless, and only to the extent
that, the Court of Chancery or the court in which such proceeding was
brought determines that, despite the adjudication of liability but in view
of all the circumstances of the
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case, such person is reasonably entitled to indemnity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 1996 Stock Plan*
5 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. as
to the legality of the Common Stock registered hereby
23(a) Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(Reference is made to Exhibit 5 herein)
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Ernst & Young LLP
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration Statement;
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this
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 this
Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such
________________________
*Denotes an exhibit to Registration Statement on Form S-8 (File No.
333-03139) which is incorporated by reference.
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information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this 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 hereby which remain
unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, 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 provisions of the Certificate of
Incorporation of the Registrant and the provisions of the Delaware law
described under Item 6 above, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
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.
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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 Village of Hauppauge, State of New York, on
the 30th day of April, 1997.
ROBOTIC VISION SYSTEMS, INC.
By: /s/Pat V. Costa
---------------------------------------
Pat V. Costa, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
- --------- ----- ----
Chairman of the Board
/s/Pat V. Costa President and Director
_______________________ (Principal Executive Officer) April 30, 1997
Pat V. Costa
Executive Vice President,
Secretary/Treasurer and
Director (Principal Financial
/s/Robert H. Walker Officer and Principal
_______________________ Accounting Officer) April 30, 1997
Robert H. Walker
/s/Howard Stern Senior Vice President
_______________________ and Director April 30, 1997
Howard Stern
_______________________ Director
Donald J. Kramer
/s/Jay M. Haft
_______________________ Director April 30, 1997
Jay M. Haft
_______________________ Director
Frank A. DiPietro
/s/Mark J. Lerner
_______________________ Director April 30, 1997
Mark J. Lerner
______________________ Director
Tomas Kohn
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EXHIBIT 5
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.
April 30, 1997
Robotic Vision Systems, Inc.
425 Rabro Drive East
Hauppauge, New York 11788
Re: Registration of 500,000 shares of Common Stock,
par value $.01 per share, under the Securities
Act of 1933, as amended
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Ladies and Gentlemen:
In our capacity as counsel to Robotic Vision Systems, Inc., a Delaware
corporation (the "Company"), we have been asked to render this opinion in
connection with a Registration Statement on Form S-8 being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of an additional 500,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Stock") to be issued
upon the exercise of options or other purchase rights heretofore granted or
which may be granted subsequent hereto to acquire shares of Common Stock
under the Company's 1996 Stock Plan (the "Plan").
In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws, as amended, of the Company, the Registration
Statement, the Plan, corporate proceedings of the Company relating to the
issuance of the Stock pursuant to the Plan, and such other instruments and
documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Stock has been duly and validly authorized and, when issued and paid for as
described in the Plan, will be duly and validly issued, fully paid and non-
assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.
By:/s/Harris S. Jaffe
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A Member of the Firm
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EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Robotic Vision Systems, Inc. on Form S-8 of our report dated December 9, 1996,
appearing in the Annual Report on Form 10-K of Robotic Vision Systems, Inc. for
the year ended September 30, 1996, to the incorporation by reference of our
report dated December 9, 1996 (January 6, 1997 as to Note 12), relating to the
supplemental consolidated financial statements of Robotic Vision Systems, Inc.
and subsidiaries as of September 30, 1996 and 1995 and for each of the three
years in the period ended September 30, 1996, appearing in Registration
Statement No. 333-20209 on Form S-3, and to the incorporation by reference of
our report dated November 27, 1996, relating to the consolidated financial
statements of Systemation Engineered Products, Inc. and subsidiary as of March
31, 1996 and 1995 and for the three years ended, appearing in the Current Report
on Form 8-K/A-1 and Form 8-K/A-2 dated October 9, 1996.
/s/DELOITTE & TOUCHE LLP
Jericho, New York
April 24, 1997
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EXHIBIT 23(C)
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 November 6, 1995
covering the audited financial statements of Acuity Imaging, Inc. as of
September 30, 1995 and for the years ended September 30,1995 and December 31,
1994, included in Robotic Vision Systems, Inc.'s Form 10-K for the year ended
September 30, 1996 and Form S-3 (File No. 333-20209) and to all references to
our Firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 24, 1997
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EXHIBIT 23(D)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement on Form
S-8 pertaining to the 1996 Stock Plan of Robotic Vision Systems, Inc. of our
report dated February 8, 1996, with respect to the 1995 and 1994 consolidated
financial statements and schedule of Computer Identics Corporation and
subsidiaries included in the Annual Report (Form 10-K) of Robotic Vision
Systems, Inc. for the year ended September 30, 1996 filed with the Securities
and Exchange Commission.
/s/ERNST & YOUNG LLP
Boston, Massachusetts
April 24, 1997
