<PAGE>
As filed with the Securities and Exchange
Commission on June 4, 1998.
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
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 02048-9171 (508) 337-5111
(Address, including zip code, and telephone number, including area code,
of Registrant's pricipal executive offices)
----------------------
ROBERT J. LEPOFSKY
President, Chief Executive Officer and Director
Helix Technology Corporation
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, Massachusetts 02048-9171
(508) 337-5111
(Name, address, including zip cod0, and telephone number,
including area code, of agent for service)
with copies to:
WILLIAM WILLIAMS II, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
----------------------
Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this
Registration Statement.
----------------------
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. ___
<PAGE>
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. ___
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ___
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of each maximum maximum Amount
class of Amount offering aggregate of
securities to be price per offering registration
to be registered registered share(1) price(1) fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 2,382,925 shares(2) $17.34 $41,328,855.47 $12,192.01
(1) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(c) under the Securities Act of 1933
and based upon the prices on June 1, 1998 as reported on the Nasdaq
National Market System.
(2) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the shares
registered for sale hereby as a result of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number
of the Registrant's outstanding shares of Common Stock.
</TABLE>
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to Completion, Dated June 4, 1998
2,382,925 Shares
HELIX TECHNOLOGY CORPORATION
Common Stock
---------------------
This Prospectus relates to the offer and sale, which is not being
underwritten, of up to 2,382,925 shares (the "Shares") of Common Stock, $1.00
par value per share ("Helix Common Stock"), of Helix Technology Corporation (the
"Company") by certain stockholders of the Company (the "Selling Stockholders").
The Shares offered by this Prospectus were acquired by the Selling Stockholders
in connection with the acquisition of Granville-Phillips Company (the "Acquired
Company") by the Company through a merger (the "Merger") of the Acquired Company
with a wholly-owned subsidiary of the Company completed on May 7, 1998. The
Shares are being registered by the Company pursuant to registration rights
granted in connection with the Merger.
The Shares may be offered and sold by the Selling Stockholders from
time to time in open-market or privately-negotiated transactions not involving
an underwritten public offering, or by a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices. The Selling
Stockholders may effect such transactions by selling the Shares through brokers,
and such brokers may receive compensation in the form of discounts or
commissions from the Selling Stockholders, the purchasers of the Shares or both
(which compensation to a particular broker might be in excess of customary
commissions). See "THE SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company, however, has agreed to bear certain expenses in connection
with the registration of the Shares (other than underwriting discounts and
commissions, brokerage fees and commissions and fees and expenses, if any, of
counsel to the Selling Stockholders). Such expenses are estimated to be $22,000.
The Company also has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act").
Helix Common Stock is quoted on the Nasdaq National Market System (the
"Nasdaq") under the symbol "HELX". On May 29, 1998, the closing per share sale
price of Helix Common Stock, as reported by the Nasdaq, was $17.81.
The Selling Stockholders and any broker-dealers, agents or under-
writers that participate with the Selling Stockholders in the distribution of
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "PLAN OF DISTRIBUTION".
----------------------
<PAGE>
THE SHARES OFFERED INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON PAGE 2 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SECURITIES OFFERED HEREBY.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy to any person
in any jurisdiction in which such offer or solicitation would be unlawful or to
any person to whom it is unlawful. Neither the delivery of this Prospectus nor
any offer or sale made hereunder shall, in any circumstances, create any
implication that there has been no change in the affairs of the Company or that
the information contained herein is correct as of any time subsequent to the
date hereof.
---------------------
The date of this Prospectus is June 4, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission")
relating to its business, financial statements and other matters. Reports and
proxy and information statements filed with the Commission as well as copies of
the Registration Statement, of which this Prospectus is a part, can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Midwest Regional Office,
500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661; and Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. Such reports and other
information can also be reviewed on the Commission's web site
(http://www.sec.gov).
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares being offered
hereby in which this Prospectus is a part. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain portions of
which are omitted in accordance with the rules and regulations of the
Commission. For further information pertaining to the Company and the Shares,
reference is made to the Registration Statement and the exhibits and schedules
thereto, which may be inspected without charge at, and copies thereof may be
obtained at prescribed rates from, the office of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission (File No. 0-6866) are hereby incorporated by reference: (i) the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1997;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 27,
1998; and (iii) the Company's Current Report on Form 8-K filed May 15, 1998.
Each document filed by the Company subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering of the Shares shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such document. Any statement contained herein or in a document all or a
portion of which is incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference or in any prospectus supplement 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 Prospectus.
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request by such person, a copy
of any document described above (other than exhibits). Requests for such copies
should be directed to Helix Technology Corporation, Mansfield Corporate Center,
Nine Hampshire Street, Mansfield, MA 02048-9171 attention: Investor Relations;
telephone number: (508) 337-5111.
THE COMPANY
Helix Technology Corporation, together with its subsidiaries, is a
leader in the development and application of cryogenic and vacuum technology. A
more complete description of the business of the Company and its recent
activities can be found in the documents listed in "DOCUMENTS INCORPORATED BY
REFERENCE." The principal offices of the Company, a Delaware corporation, are
located at Mansfield Corporate Center, Nine Hampshire Street, Mansfield, MA
02048-9171, and its telephone number at such offices is (508) 337-5111.
RISK FACTORS
Investors should consider carefully the following factors, in addition
to the other information contained in this Prospectus, before investing in the
shares of Common Stock offered hereby. This Prospectus, and the documents
incorporated by reference, may include a number of forward-looking statements,
including, but not limited to, statements with respect to the Company's future
financial performance, operating results, plans and objectives. Such statements
are made pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
anticipated by such statements depending on a variety of factors, some of which
are described below. The Company undertakes no responsibility to update any
forward-looking statements that may be made to reflect events and circumstances
occurring after the dates the statements were made or to reflect the occurrence
of unanticipated events.
Customer Concentration. A small number of customers are currently responsible
for a significant portion of the Company's net sales. The Company's largest
customer is Applied Materials, Inc. In fiscal 1997, the Company's ten largest
customers accounted for approximately 57% of net sales. The Company anticipates
that a small number of customers will continue to account for a large portion of
its net sales. Furthermore, the Company generally does not obtain firm long-term
volume purchase commitments from its customers, and because of its efficient
manufacturing process has short lead-times for customer orders. In addition,
customer orders can be canceled and volume levels can be changed or delayed. The
timely replacement of canceled, delayed, or reduced orders with new business
cannot be assured. While the Company's products are used in the manufacture of
data storage devices, advanced coating applications and flat panel display
product markets, the majority of the Company's sales are to customers in the
semiconductor capital equipment industry. The factors discussed below affecting
the semiconductor capital equipment industry in general, or any of the Company's
major customers in particular, could have a material adverse effect on the
Company, its results of operations and prospects.
Volatility of the Semiconductor Industry. The Company's business depends in
large part upon the capital expenditures of semiconductor manufacturers, which
in turn depend on the current and anticipated market demand for integrated
circuits and products utilizing integrated circuits. The semiconductor industry
is highly cyclical and has historically experienced periodic downturns, which
<PAGE>
generally have had a severe effect on the semiconductor industry's demand for
capital equipment and has affected the Company's results of operations.
Currently, the Company believes that depressed capital expenditures by
semiconductor manufacturers in the United States, Pacific Rim and Europe is
adversely affecting the Company's revenues and operating results. Any future
weakness in demand in the semiconductor industry is likely to have a similar
adverse effect on the Company's business and results of operations. In addition,
the need for continued investment in engineering, research and development and
extensive ongoing customer service and support requirements worldwide will limit
the Company's ability to significantly reduce expenses in response to any such
downturn. Further, there can be no assurance that developments in the
semiconductor industry or the semiconductor equipment industry will occur at the
rate or in the manner expected by the Company.
Dependence on New Products and Product Enhancements. The Company believes that
its continued success will depend significantly on its ability to continuously
develop and manufacture new products and product enhancements and to introduce
them into the market to provide 100% vacuum system capability. Failure to
develop and introduce new products and product enhancements or to gain
customers' acceptance of such products in a timely fashion could harm the
Company's competitive position. If new products have reliability or quality
problems, such problems may result in reduced orders, higher manufacturing
costs, delays in collecting accounts receivable and additional service and
warranty expense. There can be no assurance that the Company will successfully
develop and manufacture new products, or that new products introduced by the
Company will be accepted in the marketplace. If the Company does not continue to
successfully introduce new products, the Company's results of operations will be
materially adversely affected.
Risks Associated with Global Market. The Company sells its products and provides
services to customers located throughout the world. Managing global operations
and sites located throughout the world presents challenges associated with
cultural diversities and organizational alignment. Moreover, each region in the
global semiconductor equipment market exhibits unique characteristics that can
cause capital equipment investment patterns to vary significantly from period to
period. Although international markets provide the Company with significant
growth opportunities, periodic economic downturns, trade balance issues,
political instability and fluctuations in interest and foreign currency exchange
rates are all risks that could affect global product and service demand. Some
Pacific Rim countries are currently experiencing banking and currency
difficulties that have led to economic recession in those countries. For
example, the decline in value of the Korean currency, together with difficulties
obtaining credit, has resulted in a decline in the purchasing power of Korean
semiconductor manufacturers. This in turn has resulted in a reduced level of
orders for the Company's products from customers who sell to such Korean
semiconductor manufacturers, thus adversely affecting the Company's results of
operations.
Uncertainty of Intellectual Property Protection. The Company's ability to
compete effectively with other companies will depend, in part, on the ability of
the Company to protect the Company's technology assets by obtaining and
enforcing patents. The Company has a number of patents in the United States and
other countries and additional applications are pending for new developments in
its equipment and processes. Patent applications in the United States are
maintained in secrecy until the patents issue, so the Company cannot be certain
that it was the first creator of inventions covered by its pending patent
applications or the first to file such patent applications on such inventions.
<PAGE>
Although the Company believes its products do not infringe on the proprietary
rights of third parties, there can be no assurance that third parties will not
assert infringement claims against the Company or that such claims will not be
successful. There also can be no assurance that the Company's competitors will
not infringe on the Company's patents. Even if successful, the defense or
prosecution of patent suits are costly and time-consuming. An adverse outcome in
a suit in which the Company asserts its patent rights could result in the loss
of such rights, and could subject the Company to substantial costs and diversion
of Company resources.
Dependence on Key Employees. The future success of the Company is dependent, in
part, on its ability to retain certain key personnel. The Company also needs to
attract additional skilled personnel in all areas of its business to continue to
grow. Competition for such personnel is intense. There can be no assurance that
the Company will be able to retain its existing key management, engineering, and
sales personnel or attract additional qualified employees in the future.
Dependence on Suppliers. Certain of the components and subassemblies included in
the Company's products and systems are obtained from a single source or a
limited group of suppliers. Although the Company seeks to reduce dependence on
sole and limited source suppliers in some cases, the partial or complete loss of
certain of these sources could have at least a temporary adverse effect on the
Company's results of operations and could damage customer relationships.
Potential Volatility of Common Stock Price. The market price of the Common Stock
could be subject to significant fluctuations in response to variations in
quarterly operating results, shortfalls in revenues or earnings from levels
expected by securities analysts and other factors such as announcements of
technological innovations or new products by the Company or by the Company's
competitors, government regulations, developments in patent or other proprietary
rights, and developments in the Company's relationships with parties to
collaborative agreements. In addition, the stock market has in recent years
experienced significant price fluctuations. These fluctuations often have been
unrelated to the operating performance of the specific companies whose stocks
are traded. Broad market fluctuations, as well as economic conditions generally
and in the semiconductor industry specifically, may adversely affect the market
price of the Company's Common Stock.
Integration of Acquired Company and Future Acquisitions. The Company is
presently in the process of integrating the Acquired Company into the Company's
business operations. In addition, the Company may make additional acquisitions
of complementary companies in the future. Managing an acquired business entails
numerous operational and financial risks, including difficulties in assimilating
acquired operations and new personnel, diversion of management's attention to
other business concerns, and potential loss of key employees or customers of
acquired operations. The Company's success will depend, to a significant extent,
on the ability of its executive officers and other members of senior management
to respond to these challenges effectively. There can be no assurance that the
Company will be able to effectively achieve and manage any such growth, or that
its management, personnel or systems will be adequate to support the Company's
operations. Any such inabilities or inadequacies would have a material adverse
effect on the Company's business, operating results, financial condition and
cash flows.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
being offered hereby.
<PAGE>
THE SELLING STOCKHOLDERS
The Selling Stockholders, are the former holders of equity securities
of the Acquired Company. The Shares offered hereby were acquired by the Selling
Stockholders in connection with the merger of the Acquired Company with a
wholly-owned subsidiary of the Company. The following table sets forth the name
and number of shares of Helix Common Stock owned by each Selling Stockholder as
of June 4, 1998 and the number of shares which may be offered by this
Prospectus; however, there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares. As of May 29, 1998
there were approximately 22,215,131 shares of Helix Common Stock outstanding.
<TABLE>
<CAPTION>
Amount of Beneficial Amount of Beneficial
Ownership Prior to Ownership After
the Offering(1) the Oferring(2)
Number of Shares Being Number of
Shares Percent Offered Shares Percent
<S> <C> <C> <C> <C> <C>
Adler, David B. 7,973 * 7,973 0 0
Arnold, Paul Clarke 51,948 * 51,948 0 0
Bills, Brian M.(3) 531,747 2.4 311,255 0 0
Bills, Daniel G.(4) 225,725 1.0 60,356 0 0
Bills, June M.(5) 192,931 * 27,562 0 0
Black, Steven W. 18,634 * 18,634 0 0
Borenstein, Michael D. 146,831 * 146,831 0 0
Bundy, Carolyn R. 2,259 * 2,259 0 0
Bundy, Gordon L. &
Carolyn R. 7,002 * 7,002 0 0
Dix, Scott R. 11,293 * 11,293 0 0
Donaldson, Edward E. &
Virginia V. 56,465 * 56,465 0 0
Eifler, Norman R. &
Elsie B. 14,568 * 14,568 0 0
Harrison, Robert C. 27,103 * 27,103 0 0
Hartland, Tamara A. 5,421 * 5,421 0 0
Hauser, Daniel F. 25,974 * 25,974 0 0
Howard, Jerry B. 25,884 * 25,884 0 0
Kenigsberg, Kathryn L. 26,539 * 26,539 0 0
McMillin, Anita
Liane(Bills)(6) 577,416 2.6 356,924 0 0
Mellecker, Richard L. 47,882 * 47,882 0 0
Menkick, George F. 272 * 272 0 0
Adeline V. Miller
Family Testamentary
Trust 31,621 * 31,621 0 0
Donald R. Miller
Revocable Living
Trust 31,621 * 31,621 0 0
O'Donoghue-Cooper,
Eileen 11,790 * 11,790 0 0
Graaff-Parrish Living
Trust 61,095 * 61,095 0 0
Paukstis, Diane L.
(Bills)(7) 533,622 2.4 313,130 0 0
<PAGE>
Pingree, J.
Frederick Jr. 2,259 * 2,259 0 0
Purvis, Sheila D. 4,066 * 4,066 0 0
Ringer, William A. 181,358 * 181,358 0 0
Ringer, Lynn D. 30,000 * 30,000 0 0
Skiles, Kristie K. 24,858 * 24,858 0 0
Stewart, William D.
III & Charlotte C. 3,976 * 3,976 0 0
Warren, Keith A. &
Betty B. 4,518 * 4,518 0 0
Willis, Robert M. 119,750 * 119,750 0 0
Gold I Trust(8) 55,123 * 55,123 0 0
Gold II Trust(8) 55,123 * 55,123 0 0
Platinum I Trust(8) 55,123 * 55,123 0 0
Platinum II Trust(8) 55,123 * 55,123 0 0
Silver I Trust(8) 55,123 * 55,123 0 0
Silver II Trust(8) 55,123 * 55,123 0 0
* Less than 1%
(1) The persons and entities named in the table have sole voting and
investment power with respect to all shares beneficially owned by them,
except as otherwise noted. This Prospectus shall also cover any
additional shares of Common Stock which become issuable in connection
with the Shares registered for sale hereby as a result of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Company's outstanding shares of Common
Stock.
(2) Assumes the sale of all shares offered hereby and no other purchases
or sales of the Company's Common Stock.
(3) Brian M. Bills has sole voting and investment power with respect to
the 311,255 shares of which he is the record owner. He holds shared
voting and investment power with respect to the 220,492 shares held of
record by the Gold I and II and Silver I and II Trusts, of which he is
the Primary Beneficiary. Except as set forth in this Note, Mr. Bills
disclaims beneficial ownership of the shares held in such Trusts or
by other members of his family.
(4) Daniel G. Bills has sole voting and investment power with respect to
the 60,356 shares of which he is the record owner. He holds shared
investment power with respect to the 165,369 shares held of record by
the Gold I, Silver I and Platinum I Trusts. Except as set forth in this
Note, Mr. Bills disclaims beneficial ownership of the shares held in
such Trusts or by other members of his family.
(5) June M. Bills has sole voting and investment power with respect to the
27,562 shares of which she is the record owner. She holds shared
investment power with respect to the 165,369 shares held in the Gold
II, Silver II and Platinum II Trusts. Except as set forth in this Note,
she disclaims beneficial ownership of the shares held in such Trusts or
by other members of her family.
<PAGE>
(6) Anita Liane Bills McMillin has sole voting and investment power with
respect to the 356,924 shares of which she is the record owner. She
holds shared voting and investment power with respect to the 220,492
shares held in the Gold I and II and Platinum I and II Trusts. She does
not have voting or investment power with respect to the Silver I and II
Trusts, of which she is the Primary Beneficiary. Except as set forth in
this Note, she disclaims beneficial ownership of the shares held in
such Trusts or by other members of her family.
(7) Diane L. Bills Paukstis has sole voting and investment power with
respect to the 313,130 shares of which she is the record owner. She
holds shared voting and investment power with respect to the 220,492
shares held in the Platinum I and II and Silver I and II Trusts. She
does not have voting or investment power with respect to the Gold I and
II Trusts, of which she is the Primary Beneficiary. Except as set forth
in this Note, she disclaims beneficial ownership of the shares held in
such Trusts or by other members of her family.
(8) The identities of the beneficiaries and the holders of voting and
investment powers with respect to these Trusts are set forth in
Notes 3-7.
</TABLE>
Approximately 5% of the Shares are subject to an escrow agreement among
the Company and the Selling Stockholders. Such Shares will not be eligible for
sale by the Selling Stockholders until the earlier of (i) May 7, 1999 or (ii)
completion of the next audited financial statements of the Company; furthermore,
of such escrowed Shares, only those in excess of the number necessary to satisfy
Selling Stockholders indemnification obligations under the merger agreement will
be available for sale.
PLAN OF DISTRIBUTION
The Company has filed with the Commission a Registration Statement on
Form S-3, of which this Prospectus forms a part, with respect to the sale of the
Shares from time to time in transactions not involving an underwritten public
offering and has agreed to prepare and file such amendments and supplements to
the Registration Statement as may be necessary to keep the Registration
Statement effective until the earlier of (a) the date on which the Selling
Stockholders no longer hold any of the Shares and (b) the date on which the
Shares would become eligible for sale pursuant to Rule 144 (or any similar
provision) under the Securities Act, at which time the offering of Shares
pursuant to this Prospectus will terminate.
The Shares offered hereby by the Selling Stockholders may be sold from
time to time. Such sales may be made on one or more exchanges, in the
over-the-counter market or otherwise, at prices then prevailing, at prices
related to the then-current market price, at negotiated prices or at fixed
prices.
The Selling Stockholders may effect such transactions by selling the
Shares through brokers, and such brokers may receive compensation in the form of
commissions or discounts from the Selling Stockholders, the purchasers of the
Shares or both (which compensation to a particular broker might be in excess of
customary commissions). Such brokers may be deemed to be "underwriters" within
the meaning of the Securities Act, in connection with such sales, and any
commissions or discounts received by them may be deemed to constitute
<PAGE>
underwriting discounts or commissions. Upon the Company being notified by any of
the Selling Stockholders that any material arrangement has been entered into
with a broker for the sale of Shares, a prospectus supplement or amendment will
be filed, if required, disclosing facts material to the transaction.
The Selling Stockholders have also agreed to suspend sales, for up to
90 days, upon notification that certain actions, such as amending or
supplementing this Prospectus, are required in order to comply with federal or
state securities laws.
The Company has agreed to pay for certain costs and expenses incident
to the issuance, offer, sale and delivery of the Shares, including, but not
limited to, printing, legal and accounting expenses incurred by the Company and
registration and filing fees imposed by the Commission or Nasdaq. The Company
also has agreed to indemnify the Selling Stockholders against certain civil
liabilities, including liabilities under the Securities Act. The Company will
not pay brokerage commissions or taxes associated with sales by the Selling
Stockholders or any legal, accounting and other expenses incurred by Selling
Stockholders.
LEGAL MATTERS
The validity of the Shares offered hereby have been passed upon for the
Company by Palmer & Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997 included
in the Company's Annual Report on Form 10-K/A for the year ended December 31,
1997 and incorporated by reference in this Prospectus, have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the offering of the Shares will be borne by
the Registrant and are estimated as follows:
SEC Registration Fee............ $12,192
Legal fees and expenses......... $ 5,000
Accounting fees and expenses.... $ 2,500
Miscellaneous expenses.......... $ 2,000
Total................... $21,692
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law grants the
Registrant the power to indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or contemplated action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful,
provided, however, no indemnification shall be made in connection with any
proceeding brought by or in the right of the Registrant where the person
involved is adjudged to be liable to the Registrant except to the extent
approved by a court.
Article X of the Registrant's By-laws provides that the Registrant
shall indemnify each person who was or is a party or is threatened to be made a
party to any threatened, pending or contemplated action, suit or proceeding by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Registrant, or is or was serving, or has agreed to serve, at the
request of the Registrant, as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The indemnification provided for in the By-laws is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and shall inure to the benefit of the heirs, executors
and administrators of such persons. The By-laws also provide that the Registrant
shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant, or is or
<PAGE>
was serving at the request of the Registrant, as a director, trustee, partner,
officer employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against and incurred
by such person in any such capacity.
The Registrant's policy is to enter into indemnity agreements with each
of its directors which provide the maximum indemnity permitted by applicable
law. In addition, the indemnity agreements provide that directors will be
indemnified to the fullest possible extent not prohibited by law against all
expenses paid or incurred by them in any action or proceeding on account of
their services as directors of the Registrant or as directors and officers of
any other company or enterprise when they are serving in such capacities at the
request of the Registrant. No indemnity, however, will be provided to any
director on account of conduct that is adjudicated to be knowingly fraudulent,
deliberately dishonest or willful misconduct, and with respect to criminal
proceedings, where the director is adjudged as having reasonable belief that his
conduct was unlawful. The indemnity agreements also provide that no
indemnification will be available in respect of any accounting for profits made
from the purchase or sale of securities of the Registrant in violation of
Section 16(b) of the Exchange Act.
The Registrant maintains an insurance policy on behalf of itself and
its subsidiaries, and on behalf of the directors and officers thereof, covering
certain liabilities which may arise as a result of the actions of the directors
and officers.
Item 16. Exhibits
See Exhibit Index immediately following the signature page hereof.
Item 17. 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 and 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 aggregate 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 to such information in the Registration Statement;
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 of 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
any of the securities being registered which remain unsold at the termination of
the offering.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the Registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
Registration Statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are 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 Form
F-3.
(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 any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 hereof, 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
<PAGE>
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.
<PAGE>
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 of the requirements for filing on Form S-3 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
June 4, 1998.
HELIX TECHNOLOGY CORPORATION
By:/s/ Robert J. Lepofsky
-------------------------------------
Robert J. Lepofsky
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Helix Technology
Corporation, hereby severally constitute and appoint each of Robert J. Lepofsky
and Michael El-Hillow our true and lawful attorneys, with full power to them in
any and all capacities, to sign any amendments to this Registration Statement on
Form S-3 (including pre- and post-effective amendments), and any related Rule
462(b) Registration Statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of June 4, 1998.
Signature Title
/s/ Robert J. Lepofsky Director, President and
Robert J. Lepofsky Chief Executive Officer
(Principal Executive Officer)
/s/ Michael El-Hillow Senior Vice President, and
Michael El-Hillow Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas D. Gilday Corporate Controller and
Thomas D. Gilday Chief Accounting Officer
(Principal Accounting Officer)
/s/ Marvin G. Schorr Chairman of the Board and
Marvin G. Schorr Director
/s/ Arthur R. Buckland Director
Arthur R. Buckland
/s/ Matthew O. Diggs, Jr. Director
Matthew O. Diggs, Jr.
/s/ Frank Gabron Director
Frank Gabron
/s/ Wickham Skinner Director
Wickham Skinner
/s/ Mark S. Wrighton Director
Mark S. Wrighton
<PAGE>
EXHIBIT INDEX
Exhibit
Sequential
No. Description
2.1 Agreement and Plan of Merger, dated April 16, 1998. Filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K,
filed May 15, 1998.
2.2 Registration Rights Agreement, dated May 7, 1998. Filed as
Exhibit 2.2 to the Registrant's Current Report on Form 8-K,
filed May 15, 1998.
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants
to the Registrant. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 4, 1998
Helix Technology Corporation
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by Helix Technology
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to the registration of 2,382,925 shares (the
"Shares") of the Company's Common Stock, $1.00 par value, offered for resale by
stockholders of the Company named therein.
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the Shares. We have
examined all such documents as we consider necessary to enable us to render this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters."
Very truly yours,
/s/ Palmer & Dodge LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Helix Technology Corporation on Form S-3 of our reports dated February 6, 1998,
on our audits of the consolidated financial statements and financial statement
schedule of Helix Technology Corporation as of December 31, 1997 and 1996, and
for the years ended December 31, 1997, 1996 and 1995, which reports are included
in Helix Technology Corporation's 1997 Annual Report on Form 10-K/A. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P
Boston, Massachusetts
June 4, 1998
