<PAGE>
As filed with the Securities and Exchange Commission on October 20, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPTELECOM, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State of Incorporation)
52-1010850
(IRS Employer Identification No.)
9300 Gaither Road
Gaithersburg, Maryland 20877
(Address of Principal Executive Offices)
OPTELECOM, INC. Employee Stock Purchase Plan
OPTELECOM, INC. 2000 Non-Qualified Stock Option Plan
(Full Title of Plans)
David L. Lowans, Esq.
Karp Frosh Lapidus, Wigodsky & Norwind, P.A.
1370 Piccard drive
Suite 290
Rockville, Maryland 20850
(301) 258-1994
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Per Aggregate Amount of
to be Registered Registered (1) Share (2) Offering Price Registration Fee
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.03
par value 300,000 $4.00 $1,200,000 $316.80
---------------------------------------------------------------------------------------------------------------
Common Stock, $.03
par value 200,000 $4.00 $ 800,000 $211.20
---------------------------------------------------------------------------------------------------------------
Total 500,000 $4.00 $2,000,000 $528.00
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Determined in accordance with Rule 457(h), the registration fee is
based on the average option price per share for shares presently subject to
options and, for those shares not presently subject to options, on the average
of the high and low prices of the Registrant's Common Stock reported on the
Nasdaq National Market on October 11, 2000.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are incorporated by
reference. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) The Company's Current Reports on Form 10-Q dated March 31, 2000 and
June 30, 2000.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the document incorporated pursuant to (a) above.
(d) Form S-3 filed by the Company on April 25, 2000 registering 500,000
shares of common stock, $.03 par value per share.
(e) Form S-2A filed by the Company on May 25, 2000, an amendment to the
Form S-3 dated April 25, 2000 registering 500,000 shares of common stock,
$.03 par value per share.
(f) The description of the Common Stock, $.03 par value per share, of the
Company which is contained in a registration statement filed under Section
12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law, Section 102(b)(7), enables a
corporation in its Certificate of Incorporation to eliminate or limit personal
liability of members of its Board of Directors for monetary damages for breach
of a director's fiduciary duty of care. The elimination or limitation does not
apply where there has been a breach of the duty of loyalty, failure to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was deemed illegal or
obtaining an improper personal benefit. The Registrant's Certificate of
Incorporation provides, in effect, for the elimination of the liability of
directors to the extent permitted by Delaware law.
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer 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 Registrant and, with respect to any criminal action or proceeding, he or she
had no reasonable cause to believe his or her conduct was unlawful. The By-laws
of the Registrant entitle directors and officers of the Registrant to
indemnification to the extent permitted by Delaware law.
Directors and officers are also insured against certain liabilities
under a directors and officers liability insurance policy maintained by the
Registrant.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.*
4(a) OPTELECOM, INC. Employee Stock Purchase Plan is hereby
incorporated by reference from Exhibit A to Registrant's PROXY
STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held April 27,
2000.
4(b) OPTELECOM, INC. 2000 Non-Qualified Stock Option Plan is hereby
incorporated by reference from Exhibit B to Registrant's PROXY
STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held April 27,
2000.
5 Opinion of counsel of Registrant.
23 Consent of counsel (included in Exhibit 5).
* Exhibits are numbered in accordance with Item 601 of Regulation S-K.
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 of 1933;
(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 offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement; provided, however, that paragraphs (a)(l)(i)
and (a)(l)(ii) do not apply if the registration statement is on Form
S-3, Form S-8, or Form F-3, and 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 Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any 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.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.
(h) 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 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 Act and will be governed by the final
adjudication of such issue.
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 City of Gaithersburg, State of Maryland, on the 19th day of
October, 2000.
OPTELECOM, INC.
By: _________________________
Edmund D. Ludwig
Chief Executive Officer
Each person whose signature appears below does hereby make, constitute and
appoint, Irving Zaks and Edmund D. Ludwig and each of them his true and lawful
attorney with full power of substitution to execute, deliver and file with the
Securities and Exchange Commission, for and on his behalf and in his capacity or
capacities as stated below, any amendment (including post-effective amendments)
to the Registration Statement with all exhibits thereto, making such changes in
the Registration Statement as the registrant deems appropriate.
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 dates indicated.
SIGNATURE TITLE DATE
------------------------- Chief Executive Officer October 19, 2000
Edmund D. Ludwig and a Director
<PAGE>
------------------------- President and a Director October 19, 2000
Irving Zaks
------------------------- Chairman of the Board of October 19, 2000
Clyde A. Heintzelman Directors
------------------------- Director October 19, 2000
Thomas M. Brandt, Jr.
------------------------- Director October 19, 2000
Richard Kreter
------------------------- Director October 19, 2000
David R. Lipinski
------------------------- Director October 19, 2000
Carl Rubbo, Jr.
------------------------- Director October 19, 2000
Pradeep Wahi
------------------------- Chief Financial Officer October 19, 2000
Thomas F. Driscoll and Treasurer
<PAGE>
EXHIBIT INDEX
4(a) OPTELECOM, INC. Employee Stock Purchase Plan is hereby incorporated
by reference from Exhibit A to Registrant's PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS To Be Held April 27, 2000.
4(b) OPTELECOM, INC. 2000 Non-Qualified Stock Option Plan is hereby
incorporated by reference from Exhibit B to Registrant's PROXY
STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held April 27,
2000.
5 Opinion of counsel of Registrant.
23 Consent of counsel (included in Exhibit 5).
* Exhibits are numbered in accordance with Item 601 of Regulation S-K.
