II-1
As filed with the Securities and Exchange Commission on September
26, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933.
CSP INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation or Organization)
04-2441294
(I.R.S. Employer Identification No.)
40 Linnell Circle, Billerica, Massachusetts 01821
(Address of Principal Executive Offices) (Zip Code)
CSP INC. 1997 STOCK OPTION PLAN
CSP INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Alexander R. Lupinetti
CSP Inc.
40 Linnell Circle
Billerica, Massachusetts 01821
(Name and Address of Agent for Service)
(978) 663-7598
(Telephone Number, Including Area Code, of Agent For Service)
.
Copies to:
Dean F. Hanley, Esquire
Foley, Hoag & Eliot llp
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000.
CALCULATION OF REGISTRATION FEE.
Proposed Proposed
Amount Maximum Maximum
Title of to be Offering P Aggregate Amount of
Securities to be RegRegistered rice Offering Pr Registratio
istered Per Share( ice(1) n Fee
1)
Common Stock, $.01 440,000 $7.75 $3,090,012. $911.64
par value shares 50 (2)
(1) Estimated
solely for the
purpose of
determining
the
registration
fee.
(2) In accordance with
Rules 457(c) and
(h) under the
Securities Act of
1933, (a) for up to
275,000 shares
issuable under the
Employee Stock
Purchase Plan the
calculation is
based on 85% of the
closing price
reported in the
consolidated
reporting system of
the Nasdaq National
Market on September
25, 1998 (the
"Closing Price"),
and (b) for up to
165,000 shares
issuable under the
Stock Option Plan
the calculation is
based on 100% of
the Closing Price.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
CSP Inc. (the "Company") hereby incorporates by reference the
following documents previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"):
(1)the Company's Annual Report on Form 10-K for the
fiscal year ended August 29, 1997;
(2)the Company's definitive Proxy Statement dated
November 28, 1997 used in connection with its Special
Meeting in lieu of Annual Meeting of Stockholders held
on January 8, 1998;
(3)the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended November 28, 1997, February 27,
1998 and May 29, 1998;
(4) the description of the Company's Common Stock
contained in the Registration Statement on Form 8-A
filed by the Company with the Commission under Section
12 of the Exchange Act, including any amendment or
description filed for the purpose of updating such
description; and
(5)all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, 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 in this Registration
Statement and to be part hereof from the date of
filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified and superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in a
document incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 6 of the Company's Articles of Organization, as
amended, provides that a director shall not have personal
liability to the Company or its stockholders for monetary damages
for any breach of fiduciary duty by such director as a director
of the Company, except (to the extent provided by applicable law)
(i) for breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts of omissions not in good faith
or that involve intentional misconduct or a knowing violation of
law, (iii) under Section 61 or 62 of the Massachusetts Business
Corporation Law dealing with liability for unauthorized
distributions and loans to insiders, respectively, (or any
amendatory or successor provision there) or (iv) for any
transaction from which the director derived an improper personal
benefit.
The Company's By-Laws, as amended, further provide that the
Company shall, to the extent legally permissible, indemnify each
of its directors or officers, including any person serving at the
Company's request as a director, officer or trustee of another
organization in which the Company has any interest as a
shareholder, creditor or otherwise (and including such person's
respective heirs, executors and administrators) against all
liabilities and expenses, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and
counsel fees, reasonably incurred by such person in connection
with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such person may
be involved or with which such person may be threatened, while in
office or thereafter, by reason of being or having been such a
director or officer, except with respect to any matter as to
which such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that
such action was in the Company's best interests. No
indemnification for said payment or for any other expenses,
however, as to any matter disposed of by a compromise payment by
such person, pursuant to a consent decree or otherwise, will be
provided unless such compromise is approved as in the Company's
best interests, after notice that it involved such
indemnification.
Section 67 of Chapter 156B of the Massachusetts General Laws
authorizes a corporation to indemnify its directors, officers,
employees and other agents unless such person shall have been
adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that such action was in the best interests
of the corporation or, to the extent such matter related to
service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee
benefit plan.
The effect of these provisions would be to permit
indemnification by the Company for, among other liabilities,
liabilities arising out of the Securities Act of 1933, as amended
(the "Securities Act").
Section 67 of Chapter 156B of the Massachusetts General Laws
also affords a Massachusetts corporation the power to obtain
insurance on behalf of its directors and officers against
liabilities incurred by them in those capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibi Descri
t No. ption
4.1 Specim
en
certif
icate
for
the
Common
Stock*
5.1 Opinio
n of
Foley,
Hoag &
Eliot
llp
10.1 CSP
Inc.
1997
Employ
ee
Stock
Purcha
se
Plan**
10.2 CSP
Inc.
1997
Stock
Option
Plan**
23.1 Consen
t of
KPMG
Peat
Marwic
k LLP
23.2 Consen
t of
Foley,
Hoag &
Eliot
llp
(inclu
ded in
Exhibi
t 5.1)
24.1 Power
of
Attorn
ey
(conta
ined
on the
signat
ure
page)
_______________
* Filed as an exhibit to the Company's Registration Statement
on Form S-1 (file number 2-74626 ), as filed with the
Commission on October 30, 1981 and incorporated herein by
reference.
** Filed as an exhibit to the Company's definitive Proxy
Statement dated November 28, 1997 used in connection with its
Special Meeting in lieu of Annual Meeting of Stockholders
held on January 8, 1998.
Item 9. Undertakings.
1. The undersigned hereby undertakes:
(a)To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement 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.
(b)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 herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)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.
2.The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, 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 herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3.Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the 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 Company
of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
4.The undersigned hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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 Billerica, Commonwealth of
Massachusetts, on this ___ day of September, 1998.
CSP Inc.
By: /s/ Alexander R.
Lupinetti
Chairman of the Board
and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Alexander Lupinetti, Gary Levine and Dean Hanley, and
each of them, as his true and lawful attorneys-in-fact and
agents, each with the power of substitution, 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 to said attorneys-in-
fact, and each of them, full power and authority to do and
perform each and every act and thing which they, or any of them,
may deem necessary or advisable to be done in connection with
this Registration Statement 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 any substitute or substitutes for any or all of them,
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 below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Alexander R. President, Chief Executive September
Lupinetti Officer and 29, 1998
Alexander R. Director (Principal
Lupinetti Executive Officer)
/s/ Gary W. Levine Vice President of Finance September
and Chief 29, 1998
Gary W. Levine Financial Officer
(Principal Financial and
Accounting Officer)
Director September
29, 1998
/s/Sandford D.
Smith
Sandford D. Smith
/s/ Robert Williams Director September
29, 1998
Robert Williams
/s/ C. Shelton Director September
James 29, 1998
C. Shelton James
/s/ J. David Lyons Director September
29, 1998
J. David Lyons
EXHIBIT INDEX
Exhib Descr
it iptio
No. n
4.1 Speci
men
certi
ficat
e for
the
Commo
n
Stock
*
5.1 Opini
on of
Foley
,
Hoag
&
Eliot
llp
10.1 CSP
Inc.
1997
Emplo
yee
Stock
Purch
ase
Plan*
*
10.2 CSP
Inc.
1997
Stock
Optio
n
Plan*
*
23.1 Conse
nt of
KPMG
Peat
Marwi
ck
LLP
23.2 Conse
nt of
Foley
,
Hoag
&
Eliot
llp
(incl
uded
in
Exhib
it
5.1)
24.1 Power
of
Attor
ney
(cont
ained
on
the
signa
ture
page)
_______________
* Filed as an exhibit to the Company's Registration Statement
on Form S-1 (file number 2-74626 ), as filed with the
Commission on October 30, 1981 and incorporated herein by
reference.
** Filed as an exhibit to the Company's definitive Proxy
Statement dated November 28, 1997 used in connection with its
Special Meeting in lieu of Annual Meeting of Stockholders
held on January 8, 1998.
