<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1995
Registration No.33-91594
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDCHEM PRODUCTS, INC.
----------------------
(Exact name of issuer as specified in its charter)
Massachusetts 04-2471310
------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
232 West Cummings Park, Woburn, Massachusetts 01801
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1994 Stock Option Plan
-------------------------------------------------------------------------
(Full title of the Plan)
Steven D. Singer, Esq.
c/o Hale and Dorr
60 State Street
Boston, Massachusetts 02109
-------------------------------------------------------------------------
(Name and Address of agent for service)
(617) 526-6000
-------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $5.625(1) $5,625,000(1) $1940.00(1)
$.01 par value shares
</TABLE>
____________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, based on the
average of the high and low price of the Registrant's Common Stock on the New
York Stock Exchange on April 19, 1995.
Page 1 of __ pages
Exhibit Index begins on page __
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent
or given to participants in the 1994 Stock Option Plan of MedChem Products,
Inc., a Massachusetts corporation (the "Registrant"), pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities
and Exchange Commission. The following documents, which are on file with
the Securities and Exchange Commission, are incorporated in this
registration statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act, that contains,
either directly or by incorporation by reference, audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in (1) above.
(3) The description of the class of securities contained in a
registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant 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 shares of
Common Stock offered hereby have been sold or which deregisters all shares
of common stock then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of the filing of
such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
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Item 5. Interests of Named Experts and Counsel
--------------------------------------
The legality of the Common Stock offered hereby will be passed
upon for the Company by the law firm of Hale and Dorr, Boston,
Massachusetts. Steven D. Singer, Assistant Clerk of the Registrant, is a
partner of Hale and Dorr.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 67 of Chapter 156B of the Massachusetts General Laws
provides that indemnification of directors, officers, employees and other
agents may be provided by a corporation. Article 6 of the Articles of
Organization of the Registrant requires the Registrant to indemnify each
director and officer of the Registrant and each director or employee of the
Registrant serving in such capacity with respect to another entity at the
request of the Registrant or in any capacity with respect to an employee
benefit plan of the Registrant, against all liabilities or expenses
incurred by reason of such person's serving in such capacity, except that
no indemnification shall 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 interests of the Registrant or the participants or beneficiaries
of any such employee benefit plan, as the case may be. Indemnification for
any payments made or expenses incurred in connection with any settlement or
compromise shall be provided unless it is determined (a) by the Board of
Directors by a majority vote or a quorum consisting of disinterested
directors or (b) if such quorum is not obtainable, by a majority of the
disinterested directors, that such settlement or compromise is not in the
best interests of the Registrant or, to the extent such matter relates to
service with respect to an employee benefit plan, that such settlement or
compromise is not in the best interests of the participants or
beneficiaries of such plan. Notwithstanding the foregoing, if there are
less than two disinterested directors then in office, the Board of
Directors shall promptly direct that independent legal counsel determine,
based on facts known to such counsel at such time, whether such indemnitee
acted in good faith in the reasonable belief that his action was in the
best interests of the Registrant or the participants or beneficiaries of
any such employee benefit plan, as the case may be. The Board of Directors
may authorize the payment of expenses in advance of the resolution of any
action, suit or proceeding, upon receipt by the Registrant of an
undertaking of the interested party to repay such advance payment if he
shall be determined not to be entitled to indemnification under Article 6
or if the matter involved shall have been disposed of by a
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<PAGE>
compromise payment with respect to which he would not be entitled to
indemnification under Article 6.
Article 6 of the Registrant's Articles of Organization provides for
the elimination of personal liability of a director for breach of fiduciary
duty as permitted by Section 13 of Chapter 156B of the Massachusetts
General Laws.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits attached
hereto is incorporated herein by reference.
Item 9. Undertakings
------------
1. The Registrant hereby undertakes:
(a) 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;
(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 (i) and (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 Exchange Act
that are incorporated by reference in the registration statement.
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<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(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 Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
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 therein, and the offering of such securities at that
time shall be deemed to be in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for 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 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 and will be
governed by the final adjudication of such issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act, 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 City of Woburn, Commonwealth of
Massachusetts, on the 24th day of April, 1995.
MEDCHEM PRODUCTS, INC.
By: /s/ Edward J. Quilty
-------------------------
Edward J. Quilty
President and Chief
Executive Officer
POWER OF ATTORNEY
-----------------
We, the undersigned Directors and Officers of MedChem Products, Inc.,
hereby severally constitute Edward J. Quilty, John J. McDonough, Steven D.
Singer and Philip P. Rossetti, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement
on Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our name and
behalf in our capacities as Directors and Officers to enable MedChem
Products, Inc. to comply with all requirements of the Securities Act, and
all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated as of April 24, 1995.
Signature Title
--------- -----
/s/ James F. Marten Chairman of the
-------------------- Board of Directors
James F. Marten
/s/ Edward J. Quilty President, Chief
--------------------- Executive Officer
Edward J. Quilty and Director
(Principal
Executive Officer)
/s/ Thomas W. Davison Director
-------------------------
Thomas W. Davison
/s/ Henry M. Morgan Director
--------------------
Henry M. Morgan
/s/ James T. O'Brien Director
---------------------
James T. O'Brien
/s/ Amin J. Khoury Director
-------------------
Amin J. Khoury
/s/ John J. McDonough Vice President,
--------------------- Chief Financial
John J. McDonough Officer and
Treasurer
(Principal
Financial and
Accounting Officer)
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<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description Page
------- ----------- ----
**4(a) Articles of Organization, as amended, --
*** of the Registrant
*4(b) By-laws, as amended, of the Registrant --
****4(c) Rights Agreement dated September 24, --
1990 between the Registrant and
The First National Bank of Boston
+5 Opinion of Hale and Dorr
23(a) Consent of Hale and Dorr (included --
in Exhibit 5)
+23(b) Consent of KPMG Peat Marwick
24 Power of Attorney (included on --
Page 6 of this Registration
Statement)
- ------------------------
+ Filed herewith.
* Filed as an exhibit to the Registrant's Registration
Statement on Form S-8 filed on February 7, 1994 and
incorporated herein by reference.
** Filed as an exhibit to the Registrant's Registration Statement on Form
S-8 (Registration No. 33-47978) filed on May 19, 1992 and incorporated
herein by reference.
*** Filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-41018) filed on June 11, 1991 and
incorporated herein by reference.
**** Filed as an exhibit to the Registrant's Current Report
on Form 8-K filed on October 17, 1990 and incorporated herein by
reference.
<PAGE>
Exhibit 5
---------
April 24, 1995
MedChem Products, Inc.
232 West Cummings Park
Woburn, MA 01801
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 1,000,000 shares of the Common Stock, $.01
par value per share, of MedChem Products, Inc., a Massachusetts corporation
(the "Company"), issuable under the Company's 1994 Stock Option Plan (the
"1994 Plan").
We have examined the Articles of Organization and By-laws of the
Company, and all amendments thereto, and originals, or copies certified to
our satisfaction, of all pertinent records of the meetings of the directors
and stockholders of the Company, the Registration Statement and such other
documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that the Company has
duly authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the 1994 Plan, as described in
the Registration Statement, and such shares, when issued in accordance with
the terms of the 1994 Plan, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the Registration Statement.
Very truly yours,
HALE AND DORR
<PAGE>
Exhibit 23(b)
-------------
Consent of Independent Certified Public Accountants
---------------------------------------------------
The Board of Directors
MedChem Products, Inc.
We consent to incorporation by reference in the 1994 Stock Option Plan
Registration Statement on Form S-8 of MedChem Products, Inc. of our report
dated October 7, 1994, relating to the consolidated balance sheets of
MedChem Products, Inc. and subsidiaries as of August 31, 1994 and 1993, and
the related consolidated statements of operations, stockholders' equity,
and cash flows and related schedules for each of the years in the three-
year period ended August 31, 1994, which reports appear in the August 31,
1994 annual report on Form 10-K of MedChem Products, Inc.
KPMG Peat Marwick LLP
Boston, Massachusetts
April 19, 1995
