<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
HELIX TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-2423640
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
Mansfield Corporate Center, Nine Hampshire Street,
Mansfield, Massachusetts 02048
(508) 337-5111
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------
1996 Stock Option Plan for Non-Employee Directors
(Full title of plan)
----------------------
ROBERT J. LEPOFSKY
President and Chief Executive Officer
Helix Technology Corporation
Mansfield Corporate Center, Nine Hampshire Street
Mansfield, Massachusetts 02048
(508) 337-5111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy of communications to:
WILLIAM WILLIAMS II, ESQUIRE
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share(1) offering price(1) registration fee
- --------------------------------- ------------ ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 100,000 shares $26.9375 $2,693,750 $928.89
<FN>
<F1> Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based upon the average of the lowest
and the highest quoted selling prices of the Common Stock, par value $1.00
per share, on the Nasdaq National Market on July 26, 1996. The actual
price of shares issued under the 1996 Stock Option Plan for Non-Employee
Directors is determined on the date options are granted with respect to
such shares and the actual price of shares issued.
</FN>
</TABLE>
Page 1 of 13 Sequential Pages
Exhibit Index appears on Page 8
<PAGE> 2
INTRODUCTORY STATEMENT
Helix Technology Corporation (referred to as "Helix," the "Company" or the
"Registrant") hereby files this Registration Statement on Form S-8 relating to
100,000 shares of its Common Stock, $1.00 par value, issuable upon exercise of
options granted and to be granted under the Helix Technology Corporation 1996
Stock Option Plan for Non-Employee Directors (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of Form S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995; and the Registrant's Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 29, 1996 and June 28, 1996.
(b) The Registrant hereby represents that since filing the Quarterly
Report on Form 10-Q for the fiscal quarter ended June 28, 1996, it has
not filed, nor has it been required to file, any reports pursuant to
Section 13(g) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(c) The Common Stock is registered pursuant to Section 12(g) of the
Exchange Act. The description of the Common Stock contained in Exhibit
3 to the Company's Form 10-Q filed with the Commission with respect to
the quarter ended September 30, 1988, pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such description, is incorporated by reference in
this Registration Statement and made a part hereof.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 in a document incorporated or
deemed to be incorporated by reference herein 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 document which
also is 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.
<PAGE> 4
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware establishes a
foundation for indemnification in the corporate setting by providing that
corporations shall have the power to indemnify officers and directors in certain
circumstances. The Company's charter contains a provision protecting directors
from personal liability for monetary damages for breach of fiduciary duty as a
director in certain circumstances even if the conduct might be negligent or
grossly negligent. A director is still liable for (i) a breach of his duty of
loyalty, (ii) a situation where the director's acts or omissions are not in good
faith or there is intentional misconduct or a knowing violation of the law,
(iii) a situation where unlawful dividends or stock repurchases are made, or
(iv) a situation where the director derives an improper personal benefit. The
Bylaws of the Company provide for indemnification of existing and former
officers and directors who have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the Company.
The Company has expanded such indemnification by executing indemnification
agreements with all directors. The Company also maintains officer and director
liability insurance covering liabilities of such persons incurred in their
capacities as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits filed with or included as part of this Registration
Statement is set forth in the Index to Exhibits on page 8 and is incorporated
herein by reference.
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; and
<PAGE> 5
(iii) 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 Statements;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 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;
(3) To remove from registration by means of a post-effective amendment
of any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose 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.
(c) The undersigned Registrant hereby undertakes to be delivered with the
prospectus, to each person to whom the prospectus is given or sent,
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 Securities Exchange
Act of 1934; and where interim financial information required to be
presented by Article 3 of Rule S-X are 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.
<PAGE> 6
(d) 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 Securities Act of 1933
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 of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant.
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 Mansfield, Commonwealth of Massachusetts, on this 31st
day of July, 1996.
HELIX TECHNOLOGY CORPORATION
(Registrant)
By: /s/ Robert J. Lepofsky
Robert J. Lepofsky
President and Chief Executive Officer
<PAGE> 7
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>
Signature Title Date
- --------- ----- ----
<S> <S> <C>
/s/ Robert J. Lepofsky Chief Executive Officer and July 31, 1996
- ---------------------------- President (Principal Executive
Robert J. Lepofsky Officer)
/s/ Stephen D. Allison Vice President and Chief Financial July 31, 1996
- ---------------------------- Officer (Principal Financial
Stephen D. Allison Officer)
/s/ R. Schorr Berman Director July 31, 1996
- ----------------------------
R. Schorr Berman
/s/ Frank Gabron Director and Chairman of the Board July 31, 1996
- ----------------------------
Frank Gabron
/s/ Milton C. Lauenstein Director July 31, 1996
- ----------------------------
Milton C. Lauenstein
/s/ Robert J. Lepofsky Director July 31, 1996
- ----------------------------
Robert J. Lepofsky
/s/ Marvin G. Schorr Director July 31, 1996
- ----------------------------
Marvin G. Schorr
/s/ Wickham Skinner Director July 31, 1996
- ----------------------------
Wickham Skinner
/s/ Mark S. Wrighton Director July 31, 1996
- ----------------------------
Mark S. Wrighton
</TABLE>
<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1993
HELIX TECHNOLOGY CORPORATION
(Exact Name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
Exhibit Page Number or Incorporated by
Number Description Reference to
- ------- ----------- ------------------------------
<C> <S> <S>
4 The Company's Restated Articles of Exhibit 3 to the Company's Form
Incorporation, as Amended on May 7, 10-Q for the Quarter Ended
1987, and May 18, 1988; Description September 30, 1988, incorporated
of Capital Stock herein by reference
5 Opinion of Palmer & Dodge, counsel to Filed herewith on Page 10
the Company, regarding legality of the
securities being registered
23.1 Consent of Coopers & Lybrand, Filed herewith on Page 13
independent accountants
23.2 Consent of Palmer & Dodge, counsel to Filed herewith as part of Exhibit 5
the Company hereto
</TABLE>
<PAGE> 9
EXHIBIT 5
<PAGE> 10
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
July 31, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
Re: Registration Statement on Form S-8 with Respect to the 1996 Stock Option
Plan for Non-Employee Directors of Helix Technology Corporation
Dear Sir or Madam:
Reference is made to the above-mentioned Registration Statement on Form S-8
(the "Registration Statement") to be filed by Helix Technology Corporation, a
Delaware corporation (the "Company"), on July 31, 1996, with the Securities and
Exchange Commission regarding the issuance and sale by the Company of 100,000
shares (the "Shares") of its common stock, par value $1.00 per share, pursuant
to options granted and to be granted under the Company's 1996 Stock Option Plan
for Non-Employee Directors (the "Plan").
We are general counsel for the Company and are familiar with the
proceedings of its stockholders and Board of Directors. In connection with this
opinion (the "Opinion"), we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of the following:
(i) the Registration Statement; (ii) the Plan; and (iii) such other
certificates, documents and records as we have deemed necessary to render the
Opinion. Furthermore, we have made inquiry of such of the Company's officers,
directors and agents as we have deemed necessary to render the Opinion.
Based upon the foregoing, we are of the opinion that the Shares to be sold
to optionees upon exercise of the above-described options under the Plan will,
when issued and sold for the consideration stated in the Plan, be validly
issued, fully paid and non-assessable.
<PAGE> 11
Securities and Exchange Commission
July 31, 1996
Page 2
We understand that this Opinion is to be used in connection with the
Registration Statement, and we hereby consent to the filing of this Opinion with
and as part of the Registration Statement. It is understood that this Opinion
shall only apply to Shares offered and issued while said Registration Statement
is effective under the Securities Act of 1933, as amended.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge LLP
<PAGE> 12
EXHIBIT 23.1
<PAGE> 13
Consent of Independent Certified Public Accountants
The Board of Directors
Helix Technology Corporation
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Helix Technology Corporation of our report dated February 7, 1996,
relating to the consolidated balance sheets of Helix Technology Corporation and
subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statements of income, stockholders' equity, and cash flows and related schedules
for each of the years in the three-year period ended December 31, 1995, which
report appears in the December 31, 1995 annual report on Form 10-K of Helix
Technology Corporation.
/s/ Coopers & Lybrand
--------------------------------
Coopers & Lybrand
Boston, Massachusetts
July 29, 1996
