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Registration Statement No. 33-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
Registration Statement Under the Securities Act of 1933
__________________________
VITRONICS CORPORATION
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(Exact name of issuer as specified in its charter)
MASSACHUSETTS 04-2726873
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(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
4 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
(603) 659-6550
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
VITRONICS CORPORATION
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1995 KEY EMPLOYEES' STOCK OPTION PLAN
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(Full Title of the Plan)
JAMES J. MANFIELD, JR.
4 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
(603) 659-6550
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(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
COPY TO:
LYNNE BARRY DOLAN, ESQ.
HINCKLEY, ALLEN & SNYDER
1500 FLEET CENTER
PROVIDENCE, RHODE ISLAND 02903
(401)274-2000
____________________
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, check the following box. [ x ]
Approximate Date of Commencement of Proposed Sale to Public: From time to
time after the effective date of this Registration Statement.
Exhibit Index on Page 10
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registra-
Registered Registered Per Share(*) Offering Price tion Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
</TABLE>
Common Stock
(par value
$.01) 300,000 shs. $1.71875 $515,625 $177.80
- --------------------------------------------------------------------------------
(*) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based on the average of the high and low prices of
the Corporation's Common Stock as reported by the American Stock Exchange
on July 14, 1995.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Vitronics Corporation (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K;
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
financial statements contained in the Form 10-K referred to in (a) above; and
(c) The description of the Registrant's common stock contained in the
Registrant's registration statement filed under Section 12 of the Exchange Act,
including any amendment or reports 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 to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares 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. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of the Massachusetts Business Corporation Law (the "BCL")
authorizes and empowers the Registrant to indemnify the directors, officers,
employees and agents of the Registrant against liabilities incurred in
connection with, and related expenses resulting from, any claim, action or suit
brought against any such persons as a result of his relationship with the
Registrant, provided that such persons acted in accordance with a stated
standard of conduct in connection with the acts or events on which such claim,
action or suit is based.
In addition, Section 13(b)(1 1/2) of the BCL permits the elimination or
limiting of the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability; provided, however,
that such provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections 61
and 62 of the BCL (relating to the payment of unauthorized distributions or the
extension of unapproved loans to officers or directors), or (iv) for any
transaction from which the director derived an improper personal benefit.
Under Article 6(A) of the Registrant's Articles of Organization (the
"Articles") the Registrant may indemnify its directors, officers, employees or
other agents, present or former, if provided in the Registrant's by-laws. Under
Article 6(I) of the Articles, as amended, the Registrant's directors do not have
personal liability to the Registrant or its stockholders for monetary damages
for any breach of their fiduciary duty as directors to the extent permitted by
Section 13(b)(1 1/2) of the BCL.
Article (V)(9) of the Registrant's by-laws, further provides for the
indemnification of officers and directors to the fullest extent authorized by
the BCL, and for the prompt advancement of expenses, for costs, expenses
(including legal fees) and obligations paid or incurred in connection with or
arising out of the defense or disposition of any action, suit or other
proceeding whether civil or criminal, in which the director or officer may be a
defendant or with which the director or officer may be threatened or otherwise
involved, directly or indirectly, by reason of his being or having been a
director or officer;
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provided, however, that the Registrant shall provide no indemnification with
respect to any matter as to which any such indemnitee shall be finally
adjudicated in such action, suit or proceeding not to have acted in good faith
in the reasonable belief that his action was (i) in the best interest of the
Registrant or (ii) to the extent such matter relates to federal or state
securities laws, consonant with such laws.
The Underwriting Agreement filed as Exhibit 10.33 to the Registrant's
Registration Statement on Form S-2 (Registration No. 33-50928) provides for
indemnification of the Registrant, its directors and officers and certain other
persons against certain liabilities including liabilities under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement (or the most recent post-effective amendment
thereof); and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in the
Registration Statement;
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provided, however, that paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) 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.
(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.
(b) 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 that is incorporated by reference in this 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, a copy of the Registrant's annual report to shareholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report upon written request from the
employee.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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
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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 of whether such
indemnification by itself 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 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, on the 17th day of July, 1995.
VITRONICS CORPORATION
By: /s/ James J. Manfield, Jr.
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James J. Manfield, Jr.
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose signature
appears below does hereby constitute and appoint James J. Manfield and Ronald W.
Lawler, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent for him in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 with respect to 300,000 shares of the common stock, $.01
par value, of Vitronics Corporation issued pursuant to the Vitronics Corporation
1995 Key Employees' Stock Option Plan, and any or all amendments (including
post-effective amendments) to such Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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
in order to effectuate the same as fully, to all intents and purposes, as they
or he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ James J. Manfield, Jr. Chairman of the Board, July 17, 1995
- -------------------------- Chief Executive
James J. Manfield, Jr. Officer, Chief
Financial Officer and
Treasurer (Principal
Financial Officer)
/s/ Ronald W. Lawler President and Chief July 17, 1995
- -------------------------- Operating Officer
Ronald W. Lawler
/s/ David R. A. Steadman Director July 17, 1995
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David R. A. Steadman
/s/ Allen H. Keough Director July 17, 1995
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Allen H. Keough
Director
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Robert J. Hanks
Director
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John F. Rousseau, Jr.
/s/ Daniel J. Sullivan Vice President and July 17, 1995
- -------------------------- Controller (Principal
Daniel J. Sullivan Accounting Officer)
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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4.1 Articles of Amendment filed on
August 17, 1987 are hereby
incorporated by reference from
Exhibit 3.1 to Annual Report on
Form 10-K (File No. 0-13715)
filed by the Registrant with the
Securities and Exchange
Commission on March 31, 1988.
The balance of Exhibit 4.1 is
hereby incorporated by reference
from Exhibit 3.1 to Amendment No. 1
to Form S-18 Registration Statement
(File No. 2-90042) filed by the
Company with the Securities and
Exchange Commission on
August 1, 1984. N/A
4.2 Exhibit 4.2 is hereby incorporated
by reference from Exhibit 3.2 to
Annual Report on form 10-K (File
No. 0-13715) filed by the Company
with Securities and Exchange
Commission on March 31, 1988. N/A
5 Opinion of Hinckley, Allen &
Snyder 11
24.1 Consent of Coopers & Lybrand 13
24.2 Consent of Hinckley, Allen & Snyder
(included in Opinion filed
as Exhibit 5). N/A
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[LETTERHEAD OF HINCKLEY, ALLEN & SNYDER APPEARS HERE]
Exhibit 5
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July 18, 1995
Vitronics Corporation
4 Forbes Road
Newmarket, NH 03857
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Vitronics Corporation, a Massachusetts
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission relating to 300,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be issued
pursuant to the Vitronics Corporation 1995 Key Employees' Stock Option Plan (the
"Plan").
In connection with this opinion, we have examined the Company's Articles of
Organization as amended, the bylaws of the Company, as amended, the Registration
Statement, corporate proceedings of the Company relating to the issuance of the
Common Stock, the Plan and such other instruments and documents as we have
deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings
regarding the issuance of the Common Stock taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
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Vitronics Corporation
July 18, 1995
Page Two
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder
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Exhibit 24.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Vitronics Corporation on Form S-8 (File No.________) of our report dated
February 21, 1995, on our audits of the consolidated financial statements and
financial statement schedule of Vitronics Corporation, which report is included
in the Company's Annual Report on Form 10-K. We also consent to the reference
to our firm under the caption "Experts".
Coopers & Lybrand L.L.P.
/s/ Coopers & Lybrand L.L.P.
Manchester, New Hampshire
July 13, 1995
