<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996
REGISTRATION NO. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
AMERICAN SCIENCE AND ENGINEERING, INC.
-----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2440991
------------------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
829 MIDDLESEX TURNPIKE, BILLERICA, MA 01821
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
---------------
AMERICAN SCIENCE AND ENGINEERING, INC.
1995 COMBINATION STOCK OPTION PLAN
(Full Title of Plan)
JEFFREY A. BERNFELD
AMERICAN SCIENCE AND ENGINEERING, INC.
829 MIDDLESEX TURNPIKE
BILLERICA, MASSACHUSETTS 01821
---------------------------------------
(Name and Address of Agent for Service)
(508) 262-8700
-----------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1) Price Fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.66 2/3 par value 300,000 (2) $11.56 (3) $3,468,000(3) $1,195.86
=====================================================================================
================================================================================
<FN>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Such presently indeterminable number of additional shares of Common
Stock are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other similar change in Common Stock.
(3) Based upon the average high and low prices for the Registrant's Common
Stock, $.66 2/3 par value (the "Common Stock"), on June 6, 1996 as reported by
the American Stock Exchange.
</TABLE>
Total Number of Pages_______ Exhibit Index at Page 8
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's latest Annual Report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or either (i) the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed or (ii) the Registrant's effective
Registration Statement on Form 10 filed under the Exchange Act
containing audited financial statements for the Registrant's
latest fiscal year;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Registrant's documents referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No.
1-06549) filed under the Exchange Act with the Securities and
Exchange Commission.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof 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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the shares of Common Stock to be issued upon exercise of
options granted under the American Science and Engineering, Inc. 1995
Combination Stock Option Plan has been passed upon for the Registrant by Brown,
Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111.
-2-
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 67 of Chapter 156B of the Massachusetts General Laws permits the
indemnification of directors and officers to the extent authorized by the
Articles of Organization or By-Laws of a corporation or by a vote of the
stockholders. Except as otherwise provided by the Articles of Organization or
By-Laws, indemnification of persons who are not directors of a corporation may
be provided to the extent authorized by the directors. No indemnification may be
provided for any person with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation.
Article VI of the Registrant's By-Laws provides in substance that the
Registrant shall indemnify any person who was or is a party or was threatened to
be made a party to any threatened, pending or completed action or suit, by
reason of the fact that he is or was serving as a director or officer of the
Registrant or is or was serving at the request of the Registrant as a director,
trustee or officer of another corporation or entity, against expenses actually
incurred by such person in connection with any civil action, suit or proceeding
to which such person may be made a party, or by which such person shall be
threatened, by reason of any alleged act or failure to act in his present or
former capacity as a director or officer of the Registrant or as a director,
trustee or officer of such affiliated corporation or entity, provided, however,
that no person has the right to indemnification in relation to any matter as to
which such person shall have been finally adjudged in any legal proceeding not
to have acted in good faith and the reasonable belief that his action was in the
best interest of the Registrant. In the event of any settlement of any action,
suit or proceeding, the right to indemnification is limited to matters as to
which the Registrant is advised by counsel that such settlement is reasonable
and that such person has acted in good faith and the reasonable belief that his
action was in the best interest of the Registrant. The right of indemnification
contained in the Registrant's By-Laws is non-exclusive and is in addition to any
other rights such person may have.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the Registrant's By-Laws, or otherwise, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
-3-
<PAGE> 4
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Restated Articles of Organization of the Registrant (filed as
Exhibit 3A to the Registrant's Registration Statement on Form
S-1 (Registration No. 2-27345) (the "Form S-1"), and
incorporated herein by reference).
4.2 Articles of Amendment to the Restated Articles of Organization of
the Registrant (filed as Exhibit 2(a)(ii)(B) to the Registrant's
Registration Statement on Form S-7 (Registration No. 2-56452)
(the "Form S-7"), and incorporated herein by reference).
4.3 Articles of Amendment to the Restated Articles of Organization of
the Registrant (filed as Exhibit 12 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1976, and
incorporated herein by reference).
4.4 By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii)
to the Form S-7 and incorporated herein by reference).
4.5 Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
the Form S-7, and incorporated herein by reference).
4.6 Common Stock Purchase Warrant, dated July 18, 1995, issued in the
name of Grayson & Associates (filed as Exhibit 4.6 to the
Company's Registration Statement on Form S-3) (Registration No.
33-61903) (the "Form S-3"), and incorporated herein by
reference).
4.7 Subscription Agreement, dated July 8, 1995, between the
Company and Samuel International Investors, L.D.C.(filed as
Exhibit 4.7 to the Form S-3, and incorporated herein by
reference).
4.8 Common Stock Purchase Warrant, in the form issued to certain of
the Company's lenders, with schedule of lenders, exercise prices
and share amounts attached (filed as Exhibit 4.8 to the Company's
Form S-3, and incorporated herein by reference).
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer
23.1 Consent of Brown, Rudnick, Freed & Gesmer (contained in its
opinion filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
-4-
<PAGE> 5
23.3 Letter of Arthur Andersen LLP.
24 Power of Attorney.
99 American Science and Engineering, Inc. 1995 Combination Stock
Option Plan (filed as Exhibit A to the Company's Proxy Statement
used in connection with the Company's Annual Meeting of
Stockholders held on September 28, 1995 and 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;
(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.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and 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 any of the securities being registered which remain
unsold at the termination of the offering.
-5-
<PAGE> 6
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 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 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 Securities Exchange Act of
1934; 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.
D. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under "Item 6 ---
Indemnification of Directors and Officers" above, 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.
-6-
<PAGE> 7
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 Billerica, Commonwealth of Massachusetts, on
June 7, 1996.
American Science and Engineering, Inc.
By: /s/Ralph S. Sheridan
-----------------------------------
Ralph S. Sheridan, President
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.
Name Capacity Date
- ---- -------- ----
/s/Ralph S. Sheridan President and Director June 7, 1996
- ---------------------------- (Principal Executive
Ralph S. Sheridan Officer)
/s/Lee C. Steele Vice President and June 7, 1996
- --------------------------- Treasurer (Principal
Lee C. Steele Financial Officer)
/s/Herman Feshbach Director June 7, 1996
- ----------------------------
Herman Feshbach
/s/Alfred M. Gladen Director June 7, 1996
- ----------------------------
Alfred M. Gladen
/s/Hamilton W. Helmer Director June 7, 1996
- ----------------------------
Hamilton W. Helmer
/s/Donald J. McCarren Director June 7, 1996
- ----------------------------
Donald J. McCarren
-7-
<PAGE> 8
EXHIBIT INDEX
-------------
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
4.1 Restated Articles of Organization of the Registrant
(filed as Exhibit 3A to the Registrant's Registration
Statement on Form S-1 (Registration No. 2-27345) (the
"Form S-1"), and incorporated herein by reference). *
4.2 Articles of Amendment to the Restated Articles of
Organization of the Registrant (filed as Exhibit
2(a)(ii)(B) to the Registrant's Registration
Statement on Form S-7 (Registration No. 2-56452) (the
"Form S-7"), and incorporated herein by reference). *
4.3 Articles of Amendment to the Restated Articles of
Organization of the Registrant (filed as Exhibit 12
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1976, and
incorporated herein by reference). *
4.4 By-Laws of the Company, as amended (filed as Exhibit
2(a)(iii) to the Form S-7 and incorporated herein by
reference). *
4.5 Specimen Certificate of Common Stock (filed as
Exhibit 2(a)(i) to the Form S-7, and incorporated
herein by reference). *
4.6 Common Stock Purchase Warrant, dated July 18, 1995,
issued in the name of Grayson & Associates (filed as
Exhibit 4.6 to the Company's Registration Statement
on Form S-3) (Registration No. 33-61903) (the "Form
S-3"), and incorporated herein by reference). *
4.7 Subscription Agreement, dated July 8, 1995, between
the Company and Samuel International Investors,
L.D.C.(filed as Exhibit 4.7 to the Form S-3, and
incorporated herein by reference). *
4.8 Common Stock Purchase Warrant, in the form issued to
certain of the Company's lenders, with schedule of
lenders, exercise prices and share amounts attached
(filed as Exhibit 4.8 to the Company's Form S-3, and
incorporated herein by reference). *
5 Opinion of Brown, Rudnick, Freed & Gesmer
23.1 Consent of Brown, Rudnick, Freed & Gesmer (contained
in its opinion filed as Exhibit 5)
23.2 Consent of Arthur Andersen LLP.
23.3 Letter of Arthur Andersen LLP.
24 Power of Attorney.
99 American Science and Engineering, Inc. 1995
Combination Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement used in connection with
the Company's Annual Meeting of Stockholders held on
September 28, 1995 and incorporated herein by
reference). *
- ----------------------------------
* Incorporated by reference and not filed herewith.
-8-
<PAGE> 1
EXHIBIT 5
June 12, 1996
American Science and Engineering, Inc.
829 Middlesex Turnpike
Billerica, MA 01821
Re: American Science and Engineering, Inc.
Registration Statement on Form S-8
-------------------------------------
Gentlemen:
We are counsel for American Science and Engineering, Inc. (the "Company").
We have been asked to deliver this opinion in connection with the preparation
and filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 300,000 shares of the Company's Common
Stock, $.66 2/3 par value (the "Shares"). This opinion letter, together with
Schedule A attached hereto (the "Opinion Letter"), is being rendered in
connection with the filing of the Registration Statement.
The 300,000 Shares covered by the Registration Statement are issuable upon
exercise of options granted under the Company's 1995 Combination Stock Option
Plan (the "1995 Plan").
In connection with this Opinion Letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of the following documents (collectively, the "Documents"):
1. a certificate from the Secretary of State of the Commonwealth of
Massachusetts as of a recent date as to the legal existence and good standing
of the Company;
2. a copy of the Restated Articles of Organization of the Company,
as amended to date, and a certificate of the Clerk that there have been no
further amendments thereto;
3. a copy of the By-laws of the Company, as amended to date,
certified by the Clerk of the Company as presently being in effect;
4. votes of the Board of Directors of the Company relating to the
approval of the 1995 Plan, certified by the Clerk of the Company;
5. the 1995 Plan;
<PAGE> 2
June 12, 1996
Page 2
6. a letter from the Company's transfer agent as to the issued and
outstanding Shares; and
7. the Registration Statement.
We have assumed, for the purposes of our opinions herein, that the
conditions of the respective parties under the 1995 Plan have been or will be
satisfied in full.
We have, without independent investigation, relied upon the
representations and warranties of the various parties as to matters of objective
fact contained in the Documents.
In addition, this Firm, in rendering legal opinions, customarily makes
certain assumptions which are described in Schedule A hereto. In the course of
our representation of the Company in connection with the preparation of the
Registration Statement, nothing has come to our attention which causes us to
believe reliance upon any of these assumptions is inappropriate, and, with your
concurrence, the opinions hereafter expressed are based upon those assumptions.
The Enumerated Party referred to in Schedule A is the Company.
We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.
With your concurrence, our opinion hereafter expressed is based solely
upon (1) our review of the Documents, (2) discussions with those of our
attorneys who have devoted substantive attention to the preparation of the
Registration Statement, and (3) such review of published sources of law as we
have deemed necessary.
Our opinions contained herein are limited to the laws of The Commonwealth
of Massachusetts and the Federal law of the United States of America.
We express no legal opinion upon any matter other than those explicitly
addressed below, and our express opinion therein contained shall not be
interpreted to be an implied opinion upon any other matter.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
and conditions of the 1995 Plan, the Shares will be validly issued, fully paid,
and non-assessable.
<PAGE> 3
June 12, 1996
Page 3
We hereby consent to the reference to this firm in the Registration
Statement and to the filing of this opinion as Exhibit (5)(a) to the
Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed &
Gesmer, P.C., a Partner
By: /s/ Steven R. London
------------------------------
Steven R. London, a Member
SRL/DHM/JGN
<PAGE> 4
SCHEDULE A
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
--------------------
In rendering legal opinions, Brown, Rudnick, Freed & Gesmer makes certain
customary assumptions described below:
1. Each natural person executing any of the Documents has sufficient
legal capacity to enter into such Documents.
2. Each Document is accurate, complete and authentic, each original is
authentic, each copy conforms to an authentic original and all signatures
are genuine.
3. All official public records are accurate, complete and properly indexed
and filed.
4. There has not been any mutual mistake of fact or misunderstanding, fraud,
duress, or undue influence by or among any of the parties to the
Documents.
5. The conduct of the parties to the Documents has complied in the past and
will comply in the future with any requirement of good faith, fair dealing
and conscionability.
6. The Enumerated Party will obtain all permits and governmental approvals
required in the future and take all actions similarly required relevant to
its performance of its obligations under the Documents.
7. All parties to or bound by the Documents will act in accordance with, and
will refrain from taking any action that is forbidden by, the terms and
conditions of the Documents.
8. There are no agreements or understandings among the parties to or bound by
the Documents, and there is no usage of trade or course of prior dealing
among such parties, that would define, modify, waive, or qualify the terms
of any of the Documents.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 for the American Science
and Engineering, Inc. 1995 Combination Stock Option Plan to be filed June 12,
1996, of our reports dated June 27, 1995 included in American Science and
Engineering, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1995
and to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
June 5, 1996
<PAGE> 1
EXHIBIT 23.3
June 10, 1996
American Science and Engineering, Inc.:
We are aware that American Science and Engineering, Inc. has incorporated
by reference in this registration statement on Form S-8 for the American Science
and Engineering, Inc. 1995 Combination Stock Option Plan to be filed June 12,
1996, its Form 10-Q for the quarters ended June 30, 1995, September 29, 1995 and
December 29, 1995, which include our reports dated August 11, 1995, November 1,
1995, and January 26, 1996, respectively, covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, those reports are not considered a part of the
registration statement prepared or certified by our Firm or a report prepared or
certified by our Firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
Arthur Andersen LLP
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph S. Sheridan, Lee C. Steele, and Jeffrey
Bernfeld, and each of them, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities to sign any or all amendments,
including post-effective amendments, to the Form S-8 Registration Statement to
which this instrument is attached and to file such amendments, including
post-effective amendments, with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
Name Capacity Date
- ---- -------- ----
/s/Ralph S. Sheridan President and Director June 7, 1996
- ---------------------------- (Principal Executive
Ralph S. Sheridan Officer)
/s/Lee C. Steele Vice President and June 7, 1996
- --------------------------- Treasurer (Principal
Lee C. Steele Financial Officer)
/s/Herman Feshbach Director June 7, 1996
- ----------------------------
Herman Feshbach
/s/Alfred M. Gladen Director June 7, 1996
- ----------------------------
Alfred M. Gladen
/s/Hamilton W. Helmer Director June 7, 1996
- ----------------------------
Hamilton W. Helmer
/s/Donald J. McCarren Director June 7, 1996
- ----------------------------
Donald J. McCarren
