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As filed with the Securities and Exchange Commission on January 10, 1997
Registration No. 333-
______________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XYVISION, INC.
(Exact name of issuer as specified in its charter)
Delaware04-2751102
(State or other jurisdiction of(I.R.S. employer
incorporation or organization)identification number)
101 Edgewater Drive, Wakefield, MA 01880-1291
(Address of principal executive offices) (Zip code)
1992 STOCK OPTION PLAN
(Full title of the plan)
Patrick J. Rondeau, Esq., Hale and Dorr LLP
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)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed
Title of Proposed Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Offering Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock, $.03
par value 1,000,000 shares $0.6875 (1) $687,500 (1) $208.33
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act, and based on the
average of the high and low prices of the Common Stock as reported by Nasdaq
on January 6, 1997.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 33-54014, filed by
the Registrant on October 30, 1992, relating to the Registrant's 1992 Stock
Option Plan.
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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, in the City of Wakefield, Commonwealth of Massachusetts, on this
10th day of January, 1997.
XYVISION, INC.
By: /s/ Kevin Duffy
Kevin Duffy
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Xyvision, Inc. hereby
severally constitute and appoint Kevin Duffy, Eugene P. Seneta, Patrick J.
Rondeau and Virginia H. Kingsley and any of them singly, our true and lawful
attorneys with full power to them, 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 amendments to said
Registration Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Xyvision, Inc.
to comply with the provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<S> <C> <C>
Signature Title Date
President and Director
(Principal Executive
/s/ Kevin Duffy Kevin Duffy Director
Vice President, Chief
Financial Officer, Treasurer
and Secretary (Prinicpal
/s/ Eugene P. Seneta Eugene Financial and Accounting
P. Seneta Officer
/s/ Leland S. Kollmorgen
Leland S. Kollmorgen Director
/s/ James L. McKenney James
L. McKenney Director
/s/ Jeffrey L. Neuman
Jeffrey L. Neuman Director January 10, 1997
/s/ James S. Saltzman James
S. Saltzman Director
</TABLE>
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EXHIBIT INDEX
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Exhibit Number
4.1 (1) Certificate of Incorporation of the Registrant, as amended.
4.2 (2) Amended and Restated By-Laws of the Registrant.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included in the signature pages of this Registration Statement).
_____________
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(1) Incorporated herein by reference to the exhibits to the Company's
Annual Reports on Form 10-K for the fiscal years ended March 31, 1988, March
31, 1993 and March 31, 1996.
(2) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-6015).
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Exhibit 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
January 9, 1997
Xyvision, Inc.
101 Edgewater Drive
Wakefield, Massachusetts 01880
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 Common Stock, $.03 par
value per share (the "Shares"), of Xyvision, Inc., a Delaware corporation
(the "Company"), issuable under the Company's 1992 Stock Option Plan (the
"Plan").
We have examined the Certificate of Incorporation and By-Laws of the
Company, and all amendments thereto, the Registration Statement, all
pertinent records of the meetings of the directors and stockholders of the
Company 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 on the foregoing, it is our opinion that the Shares covered by the
Registration Statement to be issued under the Plan have been duly authorized
for issuance, and when issued and paid for in accordance with the terms of
the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
HALE AND DORR LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Xyvision, Inc. on Form S-8 of our report dated June 28, 1996,
which report disclaims an opinion on the consolidated financial statements of
Xyvision, Inc., as of March 31, 1996 and 1995, and for the years ended March
31, 1996, 1995 and 1994, due to uncertainties related to the Company's
ability to continue as a going concern, which report is included in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1996.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
December 16, 1996
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