File No. 333-______
As filed with the Securities and Exchange Commission on June 28, 1996.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHEMFAB CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 03-0221503
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)
701 Daniel Webster Highway, Merrimack, New Hampshire 03054
(Address of Principal Executive Offices) (Zip Code)
CHEMFAB CORPORATION AMENDED AND RESTATED 1991 STOCK OPTION PLAN
(Full title of the plan)
Duane C. Montopoli Copy to: David L. Engel, Esq.
Chief Executive Officer Bingham, Dana & Gould LLP
Chemfab Corporation 150 Federal Street
701 Daniel Webster Highway Boston, MA 02110
Merrimack, NH 03054
(Name and address of agent for service)
(603) 424-9000 (617) 951-8000
(Telephone number, including area code, of agent for service)
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
Common Stock, 1,270,875(1) N/A (2) $5,613.00
$.10 par value
per share
_______________________________
(1) Consists of (i) 520,875 shares issued or subject to issuance upon exercise
of options granted under the Plan, which shares are being registered for
resale hereby, and (ii) an additional 750,000 shares subject to issuance upon
exercise of stock options granted or to be granted under the Plan. On April
30, 1993, the Registrant filed a Registration Statement on Form S-8 (File No.
33-61946) registering 500,000 shares (which became 750,000 shares, as a result
of a 3-for-2 stock dividend of the Registrant's Common Stock effected on
February 22, 1996) of Common Stock for issuance upon exercise of stock options
granted or to be granted under the Plan (in its predecessor form), and the
Registrant paid a registration fee of $2,499.12 in connection with the filing
of such Registration Statement.
(2) The Proposed maximum offering price has been estimated pursuant to Rule
457(h) solely for the purpose of calculating the registration fee. It is not
known how many shares will be purchased under the Plan or at what price such
shares will be purchased. The estimate of the Proposed maximum aggregate
offering price has been calculated based on (i) the offering of 520,875
shares, being the portion of the shares of Common Stock registered hereby
subject to outstanding options under the Plan, at a weighted average exercise
price of $11.00 per share, and (ii) the offering of 750,000 shares, being the
aggregate number of shares of Common Stock available for issuance upon
exercise of stock options granted or to be granted under the Plan, at an
exercise price of $14.0625 per share, which is the average of the high and low
prices of the Registrant's Common Stock as listed on the National Association
of Securities Dealers Automated Quotation ("Nasdaq") National Market System
on June 21, 1996.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus included in this Registration Statement is a combined
Prospectus that relates also to a Registration Statement on Form S-8 (File No.
33-61946) previously filed by the Registrant on April 30, 1993.
EXPLANATORY NOTE
On April 30, 1993, the Registrant filed a Registration Statement on Form S-
8 (File No. 33-61946) (hereinafter, the "First Registration Statement") for
purposes of effecting the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of (i) 500,000 shares (which became 750,000
shares, as a result of a 3-for-2 stock dividend of the Registrant's Common Stock
effected on February 22, 1996 (the "Stock Dividend")) of common stock, $0.10 par
value per share ("Common Stock"), issuable by the Registrant upon exercise of
stock options granted or to be granted by the Registrant under its 1991 Stock
Option Plan (the "1991 Plan"), and (ii) 50,000 shares (which became 75,000
shares, as a result of the Stock Dividend) of Common Stock issuable by the
Registrant upon exercise of stock options granted or to be granted by the
Registrant under its 1991 Chemfab Employee Stock Option Plan. Subsequently, the
Company amended and restated the 1991 Plan (the 1991 Plan, as so amended and
restated, being referred to as the "Amended and Restated 1991 Plan") for
purposes of, among other things, increasing the aggregate number of shares of
Common Stock subject to issuance under the Amended and Restated 1991 Plan from
750,000 to 1,500,000 shares.
This Registration Statement on Form S-8 has been prepared and filed
pursuant to and in accordance with the requirements of General Instructions C
and E to Form S-8 for purposes of (i) effecting the registration under the
Securities Act of the additional 750,000 shares of Common Stock subject to
issuance upon exercise of stock options granted or to be granted under the
Amended and Restated 1991 Plan, and (ii) including a Prospectus prepared in
accordance with the requirements of Part I of Form S-3 (the "Reoffer
Prospectus"), which Reoffer Prospectus may be used by certain selling
stockholders of the Registrant to reoffer for resale those shares of Common
Stock registered pursuant to this Registration Statement or the First
Registration Statement that have been acquired or will be acquired by such
selling stockholders upon exercise of stock options granted or to be granted to
them under the Amended and Restated 1991 Plan.
Pursuant to General Instruction E to Form S-8, the Registrant hereby
incorporates herein by reference the contents of the First Registration
Statement, except for the contents of Item 8 of the First Registration
Statement, the Exhibit Index thereto and the Exhibits filed therewith.
UP TO 1,270,875 SHARES
CHEMFAB CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of up to 1,270,875 shares (the
"Shares") of common stock, $0.10 par value per share (the "Common Stock"), of
Chemfab Corporation (the "Company") that have been or will have been issued upon
exercise of stock options granted or to be granted under the Company's Amended
and Restated 1991 Stock Option Plan to the officers and directors of the Company
named herein (the "Selling Stockholders"). See "Selling Stockholders." The
Company will not receive any of the proceeds from the sale of Shares by the
Selling Stockholders.
The Company's Common Stock trades on the Nasdaq National Market under the
symbol "CMFB." On June 21, 1996, the closing sale price of the Common Stock, as
reported by the Nasdaq National Market, was $14.625 per share.
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.
Price to Discounts Proceeds to
Public and Commissions Selling
Stockholders
Per Share . . (1) (1)(2) (1)(2)
Total . . . . (1) (1)(2) (1)(2)
________________________
(1) All or a portion of the Shares offered hereby may be sold by the Selling
Stockholders from time to time in one or a combination of the following
transactions: (a) transactions (which may involve block transactions) on the
National Market System of the Nasdaq Stock Market, or otherwise, at market
prices prevailing at the time of sale or at prices related to such prevailing
market prices; or (b) privately negotiated transactions at negotiated prices.
The Selling Stockholders may effect such transactions by selling such Shares
directly to purchasers or by selling such Shares to or through brokers or
dealers and such brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders or the
purchasers of such Shares for whom such brokers or dealers may act as agent,
or to whom they sell as principal, or both. See "Plan of Distribution."
(2) All of the expenses of this offering, which are estimated at $13,000, will
be paid by the Company. The Company will not be responsible for any
discounts, concessions, commissions or other compensation due to any broker
or dealer in connection with the sale of any of the shares offered hereby,
which will be borne by the Selling Stockholders.
June 28, 1996
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the Commission's Office of Public Reference at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604 and Room 1110, Federal Building, 26
Federal Plaza, New York, New York 10007; and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is
listed on the National Association of Securities Dealers Automated Quotation
System ("Nasdaq") National Market System and reports, proxy statements and other
information concerning the Company can be inspected at Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006-1506.
The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in that
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and its Common Stock, reference is
hereby made to the Registration Statement and to the schedules and exhibits
filed as part thereof. Statements contained in this Prospectus as to the
contents of any contract or any other document are not necessarily complete,
and, in each instance, if such contract or document is filed as an exhibit to
the Registration Statement, reference is made to the copy of such contract or
other document so filed, each such statement being qualified in all respects by
such reference. Copies of the Registration Statement, including all exhibits and
schedules thereto, may be copied at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center,
Thirteenth Floor, New York, New York 10048. Copies also may be obtained from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (1) the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1995; (2) all reports previously
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act,
since the end of the Company's 1995 fiscal year; and (3) the description of the
Common Stock contained in the Company's registration statement filed with the
Commission under Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company 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 securities offered hereby have
been sold or which deregisters all of such securities then remaining unsold,
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of (1) any of the documents incorporated by
reference herein (but excluding any and all of the exhibits to such documents),
and (2) copies of all reports, proxy statements and other communications
distributed by the Company to its security holders generally (but only to the
extent such reports, proxy statements and other communications shall not have
otherwise been received by such person). Requests should be addressed to
Chemfab Corporation, Attention: Secretary, 701 Daniel Webster Highway,
Merrimack, New Hampshire 03054.
THE COMPANY
The Company develops, manufactures and markets polymer-based engineered
products and materials systems for use in severe service environments. Its
products typically consist of fiber-reinforced flexible composites, coated or
laminated with fluoropolymers, and specialty fluoropolymer films. Worldwide
end-use applications are in electronics, environmental, food processing,
architectural, aerospace, communications, protective clothing and other
industrial markets. The Company's principal executive offices are located
at 701 Daniel Webster Highway, Merrimack, New Hampshire 03054, and its
telephone number is (603) 424-9000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Shares by
the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders, the
number of outstanding shares of Common Stock of the Company beneficially owned
by each of them as of May 31, 1996, and the number of such shares available for
resale hereunder by each of them. Since each of the Selling Shareholders may
sell all or any portion of shares of Common Stock available for resale hereunder
by such Selling Stockholder, no estimate can be given as to the amount of shares
of Common Stock that will be held by such Selling Stockholder upon termination
of this offering.
Number Of
Name Shares Shares Available
Beneficially Owned(1) for Resale(2)
Paul M. Cook(3) 576,660 30,000
Warren C. Cook(4) 190,827 30,000
James C. Manocchi(5) 60,000 95,437
Robert E. McGill, III(6) 7,000 6,000
James E. McGrath(7) 18,000 18,000
Duane C. Montopoli(8) 183,500 79,500
Gabriel P. O'Gara(9) 39,202 48,750
Nicholas Pappas(10) 36,000 30,000
Laurence E. Richard(11) 27,000 41,438
Charles Tilgner III(12) 21,984 14,250
John W. Verbicky(13) 11,250 127,500
_________________
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power with respect to shares, subject to community property laws
where applicable. Includes an aggregate of 505,624 shares of Common Stock
subject to stock options held by the Selling Stockholders that can be
exercised to purchase such shares on or before July 30, 1996, as follows:
60,000 shares for Mr. Paul Cook, 60,000 shares for Mr. Warren Cook, 60,000
shares for Mr. Manocchi, 6,000 shares for Mr. McGill, 18,000 shares for Mr.
McGrath, 179,000 shares for Mr. Montopoli, 39,187 shares for Mr. O'Gara,
30,000 shares for Mr. Pappas, 27,000 shares for Mr. Richard, 15,187 shares
for Mr. Tilgner and 11,250 shares for Mr. Verbicky.
(2) Consists of outstanding options granted to the Selling Stockholders pursuant
to the Company's Amended and Restated 1991 Stock Option Plan.
(3) Includes 516,660 shares held by the Paul and Marcia Cook Living Trust, as
to which Mr. Cook and his wife share voting and investment power. Mr. Cook
is a director of the Company.
(4) Includes 85,500 shares held in trust for the benefit of Mr. Cook's two
children, as to which Mr. Cook has no voting or investment power and
disclaims beneficial ownership. Mr. Cook is a director of the Company.
(5) Mr. Manocchi is the Company's Vice President-Asia Pacific Business Group.
(6) Mr. McGill is a director of the Company.
(7) Mr. McGrath is a director of the Company.
(8) Includes 4,500 shares held by Mr. Montopoli as custodian for his two
children, as to which Mr. Montopoli disclaims beneficial ownership. Mr.
Montopoli is the Company's President and Chief Executive Officer, and is a
director of the Company.
(9) Mr. O'Gara is the Company's Vice President-European Business Group.
(10) Mr. Pappas is a director of the Company.
(11) Mr. Richard is the Company's Corporate Controller.
(12) Mr. Tilgner is the Company's Vice President and Director of U.S. Operations
and Engineering.
(13) Mr. Verbicky is the Company's Executive Vice President and Chief Operating
Officer.
PLAN OF DISTRIBUTION
All or a portion of the Shares offered hereby may be sold by the Selling
Stockholders from time to time in one or a combination of the following
transactions: (a) transactions (which may involve block transactions) on the
National Market System of The Nasdaq Stock Market, or otherwise, at market
prices prevailing at the time of sale or at prices related to such prevailing
market prices; or (b) privately negotiated transactions at negotiated prices.
The Selling Stockholders may effect such transactions by selling such Shares
directly to purchasers or by selling such Shares to or through brokers or
dealers and such brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders or the
purchasers of such Shares for whom such brokers or dealers may act as agent, or
to whom they sell as principal, or both.
In addition to sales pursuant to this Prospectus, Selling Stockholders may
also effect sales of all or any portion of the Shares pursuant to Rule 144
promulgated under the Securities Act.
All expenses incurred in connection with this offering will be borne by the
Company, except for any discounts, concessions, commissions or other
compensation due to any broker or dealer in connection with the sale of any of
the Shares offered hereby, which will be borne by the Selling Stockholders.
EXPERTS
The consolidated financial statements of Chemfab Corporation appearing in
Chemfab Corporation's Annual Report (Form 10-K) for the year ended June 30,
1995, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and auditing.
No dealer, sales
representative, or any other 1,270,875 SHARES
person has been authorized to
give any information or to make
any representations in
connection with this offering
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
any Selling Stockholder. This
Prospectus does not constitute
an offer to sell or a
solicitation of an offer to buy CHEMFAB CORPORATION
any securities other than the
shares of Common Stock to which
it relates or an offer to, or a
solicitation of, any person in
any jurisdiction where such an
offer or solicitation would be COMMON STOCK
unlawful. Neither the delivery
of this Prospectus nor any sale
made hereunder shall, under any
circumstances, create an
implication that there has been
no change in the affairs of the PROSPECTUS
Company since the date hereof
or that information contained
herein is correct as of any
time subsequent to the date
hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 3
Use of Proceeds 3
Selling Stockholders 4
Plan of Distribution 6
Experts 6
June 28, 1996
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
(3)(a) The Certificate of Incorporation of the Registrant filed as
Exhibit 3(a) to the Registrant's Registration Statement Form S-1
(File No. 2-85949) filed November 10, 1983, as amended by an
amendment filed as Exhibit 3(a) to the Registrant's Form 8 filed
on November 5, 1987, and as amended further by an amendment filed
as Exhibit 3(a)(i) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 29, 1991, is incorporated
herein by reference.
(3)(b) Certificate of Amendment to Certificate of Incorporation of the
Company (effective November 6, 1991) as filed as Exhibit 3(a)(1)
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 29, 1992, is incorporated herein by reference.
(3)(c) By-Laws of the Registrant filed as Exhibit 3(b) to the
Registrant's Registration Statement on Form S-1 (File No.
2-85949) filed November 10, 1983, are incorporated herein by
reference.
(4)(a) Chemfab Corporation Amended and Restated 1991 Stock Option Plan
filed as Exhibit 10(a)(9) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 26, 1993 is incorporated
herein by reference.
(4)(b) First Amendment to Amended and Restated 1991 Stock Option Plan,
filed as Exhibit 10(a)(12) to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995, is
incorporated herein by reference.
(4)(c) Forms of Stock Option Agreements under the Registrant's Amended
and Restated 1991 Stock Option Plan, filed as Exhibit 10(a)(8)
to the Company's Annual Report on Form 10-K for the year ended
June 30, 1995, are incorporated herein by reference.
(5) Opinion and Consent of Bingham, Dana & Gould as to the legality
of the securities being registered.
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of Bingham, Dana & Gould - included in Exhibit 5.
(24) Power of Attorney.
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-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of Merrimack,
State of New Hampshire, on the 28th day of June 1996.
CHEMFAB CORPORATION
By: /s/ Duane C. Montopoli
Duane C. Montopoli
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
date indicated.
Signature Title Date
/s/ Duane C. Montopoli President, Chief Executive June 28, 1996
Duane C. Montopoli Officer and Director
* Corporate Controller June 28, 1996
Laurence E. Richard (principal financial
officer and principal
accounting officer)
* Director June 28, 1996
Paul M. Cook
* Director June 28, 1996
Warren C. Cook
* Director June 28, 1996
Robert E. McGill III
* Director June 28, 1996
James E. McGrath
* Director June 28, 1996
Nicholas Pappas
* By /s/ Duane C. Montopoli
Duane C. Montopoli,
Attorney-in-Fact
Exhibit Index
Exhibit No. Description of Documents
(3)(a) The Certificate of Incorporation of the Registrant filed as
Exhibit 3(a) to the Registrant's Registration Statement Form
S-1 (File No. 2-85949) filed November 10, 1983, as amended by an
amendment filed as Exhibit 3(a) to the Registrant's Form 8 filed
on November 5, 1987, and as amended further by an amendment
filed as Exhibit 3(a)(i) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 29, 1991, is
incorporated herein by reference.
(3)(b) Certificate of Amendment to Certificate of Incorporation of the
Company (effective November 6, 1991) as filed as Exhibit 3(a)(1)
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 29, 1992, is incorporated herein by reference.
(3)(c) By-Laws of the Registrant filed as Exhibit 3(b) to the
Registrant's Registration Statement on Form S-1 (File No.
2-85949) filed November 10, 1983, are incorporated herein by
reference.
(4)(a) Chemfab Corporation Amended and Restated 1991 Stock Option Plan
filed as Exhibit 10(a)(9) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended December 26, 1993, is
incorporated herein by reference.
(4)(b) First Amendment to Amended and Restated 1991 Stock Option Plan,
filed as Exhibit 10(a)(12) to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995, is
incorporated herein by reference.
(4)(c) Forms of Stock Option Agreements under the Registrant's Amended
and Restated 1991 Stock Option Plan, filed as Exhibit 10(a)(8)
to the Company's Annual Report on Form 10-K for the year ended
June 30, 1995, are incorporated herein by reference.
(5) Opinion and Consent of Bingham, Dana & Gould as to the legality
of the securities being registered.
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of Bingham, Dana & Gould - included in Exhibit 5.
(24) Power of Attorney.
Exhibit 5
Bingham, Dana & Gould LLP
150 Federal Street
Boston, MA 02110
Tel: 617-951-8000
Fax: 617-951-8736
June 28, 1996
Chemfab Corporation
701 Daniel Webster Highway
Merrimack, New Hampshire 03054
Dear Sirs/Mesdames:
We have acted as counsel for Chemfab Corporation, a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 proposed to be filed with the Securities and Exchange Commission (the
"Commission") on June 28, 1996 (the "Registration Statement").
The Registration Statement covers (i) the registration of an additional
750,000 shares (the "New Shares") of common stock, $.10 par value per share
("Common Stock"), of the Company which are to be issued by the Company upon
exercise of employee stock options granted or to be granted pursuant to the
Company's 1991 Amended and Restated Stock Option Plan (the "1991 Plan"),
and pursuant to the terms of applicable stock option agreements ("Option
Agreements"), and (ii) the registration of the New Shares for resale by certain
stockholders of the Company. The Registration Statement also registers for
resale an additional 520,875 shares (the "Old Shares," and together with the New
Shares, the "Shares") of Common Stock of the Company issued or subject to
issuance upon exercise of options granted under the 1991 Plan and pursuant to
the terms of Option Agreements, the initial offer by the Company of such Old
Shares being covered by a Registration Statement on Form S-8 (file no. 33-
61946), filed with the Commission on April 30, 1993.
We have reviewed the corporate proceedings of the Company with respect to
the authorization of the 1991 Plan and the issuance of the Shares thereunder.
We have also examined and relied upon originals or copies, certified or
otherwise identified or authenticated to our satisfaction, of such corporate
records, instruments, agreements or other documents of the Company, and
certificates of officers of the Company as to certain factual matters, as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.
Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the Delaware General Corporation Law as applied by
courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Shares have been duly authorized; and
2. The Shares, when (or, in the case of certain Old Shares, if) issued and
delivered against the exercise of options granted pursuant to the Plan and
the payment of the exercise price therefore as provided in the applicable
Option Agreements, will be (or, in the case of certain Old Shares, have been)
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement.
Very truly yours,
/s/ BINGHAM, DANA & GOULD LLP
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Amended and Restated 1991
Stock Option Plan of Chemfab Corporation and to the incorporation by reference
therein of our report dated August 1, 1995, with respect to the
consolidated financial statements and schedules of Chemfab Corporation
included in its Annual Report (Form 10-K) for the year ended June 30, 1995,
filed with the Securities and Exchange Commission.
Ernst and Young LLP
Boston, Massachusetts
June 26, 1996
Exhibit 24
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Chemfab Corporation (the
"Company"), hereby severally constitute and appoint Duane C. Montopoli, Laurence
E. Richard, and David L. Engel, and each of them, my true and lawful attorney
and agent to sign for me, and in my name and in the capacity or capacities
indicated below, the Company's Registration Statement on Form S-8, to be
filed at or about the end of June 1996, registering under the Securities Act
of 1933, as amended (the "Act"), additional shares of the Company's Common
Stock issuable or transferable on exercise of options under the Company's
Amended and Restated 1991 Stock Option Plan, and registering under the Act for
reoffer, shares of the Company's Common Stock issuable or transferable on
exercise of options under the Company's Amended and Restated 1991 Stock Option
Plan.
Signature Title Date
/s/ Duane C. Montopoli President, June 24, 1996
Duane C. Montopoli Chief Executive
Officer and Director
/s/ Laurence E. Richard Corporate Controller June 21, 1996
Laurence E. Richard (principal financial
and principal
accounting officer)
/s/ Paul M. Cook Director June 24, 1996
Paul M. Cook
/s/ Warren C. Cook Director June 17, 1996
Warren C. Cook
/s/ Robert E. McGill III Director June 24, 1996
Robert E. McGill III
/s/ James E. McGrath Director June 22, 1996
James E. McGrath
/s/ Nicholas Pappas Director June 17, 1996
Nicholas Pappas
