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As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
11-2400145
DELAWARE (I.R.S. Employer
(State of incorporation or organization) Identification Number)
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
(Address of registrant's principal executive offices)
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ROBOTIC VISION SYSTEMS, INC. 1996 STOCK PLAN
(Full title of plan)
PAT V. COSTA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROBOTIC VISION SYSTEMS, INC.
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
(781) 302-2439
(Name, address and telephone number 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
FAX: (212) 755-2839
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Offering Registration
to be Registered be Registered Per Share (1) Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share............. 3,000,000 shares (2) $ 17.0625 $ 51,187,500 $ 13,513.50
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(1) Estimated pursuant to Rule 457(h)(l) under the Securities Act of 1933
solely for the purpose of calculating the registration fee.
(2) Such shares are in addition to 1,000,000 shares of common stock previously
registered with respect to the 1996 Stock Plan (Registration No.
333-03139) and 500,000 shares of common stock previously registered with
respect to the 1996 Stock Plan (Registration No. 333-26149).
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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 (Registration No.
0-8623) are incorporated herein by reference and made a part hereof:
(a) Registrant's Annual Report on Form 10-K and 10-K/A for the year
ended September 30, 1999;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999;
(c) Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(c) Registrant's Registration Statement on Form 8-A and Current
Report on Form 8-K, 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 the Registrant is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Except as set forth in this Item 6, there is no statute, charter
provision, by-law, contract of other arrangement under which any controlling
person, director or officer of the Registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
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Article SIXTH of the Restated Certificate of Incorporation of the
Registrant provides that Registrant shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time ("DGCL"), indemnify all persons whom it may indemnify pursuant thereto.
Section 145 of the DGCL grants the Registrant the power to indemnify
existing and former directors, officers, employees and agents of the Registrant
who are sued or threatened to be sued because they are or were directors,
officers, employees and agents of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4 Robotic Vision Systems, Inc. 1996 Stock Plan*
5 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(reference is made to Exhibit 5 herein)
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* Filed as an exhibit to Registrant's registration statement on Form
S-8 (File No. 333-03139) and incorporated herein by reference.
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
information in this Registration Statement;
provided, however, that the undertakings set forth
in paragraphs (i) and (ii) above do
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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 restated certificate of incorporation and
by-laws 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 Town of Canton, Commonwealth of Massachusetts, on the
day of June 26, 2000.
ROBOTIC VISION SYSTEMS, INC.
By: /s/ Pat V. Costa
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Pat V. Costa
Chairman, President and
Chief Executive Officer
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Pat V. Costa Chairman, President and Chief Executive Officer June 26, 2000
----------------------------------- (Principal Executive Officer)
Pat V. Costa
/s/ Frank D. Edwards Chief Financial Officer and Treasurer June 26, 2000
----------------------------------- (Principal Financial and Accounting Officer)
Frank D. Edwards
/s/ Howard Stern Director June 26, 2000
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Howard Stern
/s/ Frank DiPietro Director June 26, 2000
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Frank DiPietro
/s/ Jay M. Haft Director June 26, 2000
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Jay M. Haft
/s/ Tomas Kohn Director June 26, 2000
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Tomas Kohn
/s/ Donald J. Kramer Director June 26, 2000
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Donald J. Kramer
/s/ Mark J. Lerner Director June 26, 2000
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Mark J. Lerner
/s/ Robert H. Walker Director June 26, 2000
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Robert H. Walker
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