<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1997
REGISTRATION NO. 333-______
================================================================================
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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IPL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2511897
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
124 Acton Street
Maynard, Massachusetts 01754
(508) 461-1000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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1996 CONSOLIDATED EQUITY INCENTIVE PLAN
(Full title of the plan)
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Harris Ravine
Chief Executive Officer
IPL SYSTEMS, INC.
124 Acton Street
Maynard, Massachusetts 01754
(508) 461-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Jeremy D. Glaser, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================ =============== ================== =================== ==================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------- --------------- ------------------ ------------------- ------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value 654,500 $1.125-$1.125(1) $796,312.50(1) $241.30
============================================ =============== ================== =================== ==================
</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457. The price per share and aggregate
offering price are based upon the actual exercise prices for shares subject to
outstanding stock options previously granted under the Registrant's 1996
Consolidated Equity Incentive Plan. The following chart shows the calculation of
the registration fee.
<TABLE>
<CAPTION>
- ------------------------------------------------------- -------------------- ---------------------------- ------------------
Aggregate
Type of Shares Number of Shares Offering Price Per Share Offering Price
- ------------------------------------------------------- -------------------- ---------------------------- ------------------
<S> <C> <C> <C>
Common Stock issuable pursuant to outstanding options 174,500 $1.125 $196,312.50
under the 1996 Consolidated Equity Incentive Plan
- ------------------------------------------------------- -------------------- ---------------------------- ------------------
Common Stock issuable pursuant to outstanding options 480,000 $1.25 $600,000
under the 1996 Consolidated Equity Incentive Plan
- ------------------------------------------------------- -------------------- ---------------------------- ------------------
</TABLE>
<PAGE> 3
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
On June 3, 1997, the stockholders of IPL Systems, Inc. (the
"Company") approved an increase in the number of shares of the Company's Common
Stock available for grant under the Company's 1996 Consolidated Equity Incentive
Plan from 650,000 shares to 2,500,000 shares. This registration statement is
filed pursuant to General Instruction E of Form S-8 to register an additional
654,500 of such additional shares. The contents of the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the "Commission") on
August 13, 1996 (Registration Number 333-10025) and the Post-Effective Amendment
thereto filed with the SEC on August 14, 1996, are hereby incorporated by
reference. In addition, the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (File No. 00-10370) and amendments thereto filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, and the section entitled The Merger Proposals (pp. 17-24) and the
Financial Statements of Andataco (pp. F-15 - F-24) contained in the Company's
definitive Proxy Statement filed with the Commission on May 6, 1997 are
incorporated herein by reference.
On June 3, 1997, the Company completed a business combination with
ANDATACO, a California corporation ("ANDATACO"), whereby ANDATACO was merged
with a wholly-owned subsidiary of the Company (the "Merger"). Although as a
legal matter the Merger resulted in ANDATACO becoming a subsidiary of the
Company, for financial reporting purposes the Merger was treated as a
recapitalization of ANDATACO and an acquisition of the Company by ANDATACO using
the purchase method of accounting (reverse acquisition). The financial reporting
requirements of the Securities and Exchange Commission require that the
financial statements reported by the Company subsequent to June 3, 1997, the
date of consummation the Merger, be those of ANDATACO, which financial
statements will include the results of operations of the Company for periods
subsequent to the consummation of the Merger. Consequently, the financial
information contained in the Annual Report on Form 10-K identified above
represents the Company's historical financial information of the Company prior
to its acquisition by Andataco. The financial information contained in the Proxy
Statement referred to above reflects the historical financial information of
ANDATACO.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San
Diego, State of California, on September 11, 1997.
IPL SYSTEMS, INC.
By: /s/ Harris Ravine
--------------------------------
Harris Ravine
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harris Ravine and Richard A. Hudzik, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and 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 connection therewith,
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 his substitutes or substitute, 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 dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Chief Executive Officer and
Chairman of the Board
/s/ Harris Ravine (Principal Executive Officer) September 11, 1997
- ----------------------------------
Harris Ravine
/s/ W. David Sykes President and Director September 11, 1997
- ----------------------------------
W. David Sykes
Chief Financial Officer
/s/ Richard A. Hudzik (Principal Financial and Accounting September 11, 1997
- ---------------------------------- Officer)
Richard A. Hudzik
/s/ Stephen J. Ippolito Director September 11, 1997
- ----------------------------------
Stephen J. Ippolito
/s/ Cornelius P. McMullan Director September 11, 1997
- ----------------------------------
Cornelius P. McMullan
</TABLE>
<PAGE> 5
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5.1 Opinion of Palmer & Dodge LLP.
23.1 Consent of Palmer & Dodge LLP. Reference is made to Exhibit
5.1.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Price Waterhouse LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Palmer & Dodge Letterhead]
September 11, 1997
ILL Systems, Inc.
124 Acton Street
Maynard, Massachusetts 01754
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by IPL Systems, Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), on or about the date hereof. The
Registration Statement relates to 654,500 shares (the "Shares") of the Company's
Class A Common Stock, $.01 par value, offered pursuant to the provisions of the
Company's 1996 Consolidated Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plan, the Company's Restated Articles of
Organization, and Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Palmer & Dodge LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of IPL Systems, Inc. on Form S-8 of our reports dated February 21,
1997 (except for Note 14, for which the date is March 7, 1997) (which expresses
an unqualified opinion and includes an explanatory paragraph relating to the
ability of the Company to continue as a going concern) appearing in the Annual
Report on Form 10-K of IPL Systems, Inc. for the year ended December 31, 1996.
Boston, Massachusetts
September 8, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 22, 1997, which appears on
page F-15 of the IPL Systems, Inc. Proxy Statement dated May 6, 1997.
PRICE WATERHOUSE, LLP
San Diego, California
September 11, 1997
