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As filed with the Securities and Exchange Commission
on June 26, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BOSTON TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-3073385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Quannapowitt Parkway, Wakefield, Massachusetts 01880
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
David A. Westenberg, 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)
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, 1,000,000 $16.375(1) $16,375,000(1) $5,647
$.001 par shares
value
__________________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the
high and low prices of the Common Stock on the Nasdaq
National Market on June 21, 1996 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933.
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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 Registrant's 1996 Stock Incentive
Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which are filed with the Securities
and Exchange Commission (the "Commission"), are incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act that contains
audited financial statements for the registrant's latest fiscal
year for which such statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report or the prospectus referred to in (1)
above.
(3) The description of the common stock of the Registrant,
$.001 par value per share (the "Common Stock"), 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
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article XI of the Registrant's Certificate of Incorporation
provides for indemnification of directors and officers to the full
extent permitted under Delaware law. As permitted by Section 145 of
the General Corporation Law of the State of Delaware, Article XI
provides that the Registrant shall indemnify any director or officer,
any person who has agreed to serve as a director or officer, or any
person who was serving or has agreed to serve at the request of the
Registrant as a director or officer of another entity, against amounts
paid and expenses incurred (including attorney's fees) in connection
with an action or proceeding to which he is a party or is threatened
to be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, in
any criminal proceeding, if such person had no reasonable cause to
believe his conduct was unlawful, provided that, in the case of
actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which
such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.
Article XI provides that indemnification shall be paid by
the Registrant if ordered by a court or unless a determination is made
(i) by a disinterested majority of the Board of Directors or (ii) if
such disinterested majority so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders, that
indemnification is not proper in the circumstances because the
director or officer did not meet the applicable standard of conduct.
Article XI also provides that, notwithstanding any other provision of
such article, to the extent a director or officer has been successful
on the merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, he
shall be indemnified against all costs, charges and expenses
reasonably incurred by him in connection therewith.
Article XI permits the payment by the Registrant of costs,
charges and expenses incurred in defending a civil or criminal action
in advance of its final disposition, subject, in the case of costs,
charges and expenses incurred by a director or officer in his capacity
as such, to receipt of an undertaking by the indemnified person to
repay such payment if it is ultimately determined that such person is
not entitled to indemnification under Article XI.
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Article VII of the Registrant's Certificate of Incorporation
provides that no director shall be liable to the Registrant or its
stockholders for monetary damages for breach of his fiduciary duty as
a director, except for liabilities (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for acts in violation
of Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.
The Registrant has directors and officers liability
insurance for the benefit of its directors and officers.
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 foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
1. The 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:
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(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; and
(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.
(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.
2. The 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 to 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 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
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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 Town of Wakefield,
Massachusetts on the 25th day of June, 1996.
BOSTON TECHNOLOGY, INC.
By: /s/ Carol B. Langer
Carol B. Langer
Senior Vice President of
Finance and Administration,
Chief Financial Officer and
Treasurer
POWER OF ATTORNEY
We, the undersigned officers and directors of Boston
Technology, Inc. hereby severally constitute Carol B. Langer,
A.K. Wnorowski and David A. Westenberg, and each 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 subsequent amendments to said
Registration Statement, and generally to do all such things in our
names and behalf in our capacities as officers and directors to
enable Boston Technology, Inc. to comply with 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 and on the date indicated.
Signature Title Date
/s/ Francis E. Girard President, Chief )
Francis E. Girard Executive Officer and )
Director (principal )
executive officer) )
)
)
/s/ Carol B. Langer Senior Vice President )
Carol B. Langer of Finance and )
Administration, Chief )
Financial Officer and )
Treasurer (principal )
financial officer) )
)
)
/s/ David J. Beauregard Corporate Controller )
David J. Beauregard (principal accounting )
officer) )
)
)
/s/ Greg C. Carr Director ) June 25, 1996
Greg C. Carr )
)
)
/s/ Richard J. Connaughton Director )
Richard J. Connaughton )
)
)
/s/ Herman B. Leonard Director )
Herman B. Leonard )
)
)
/s/ Joseph E. Norberg Director )
Joseph E. Norberg )
)
)
/s/ Robert J. Slezak Director )
Robert J. Slezak )
)
)
/s/ Richard K. Snelling Director )
Richard K. Snelling )
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Exhibit Index
Exhibit
Number Description
3.1 (1) Certificate of Incorporation, as amended,
of the Registrant
3.2 (2) By-Laws, as amended, of the Registrant
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
23.2 Consent of Coopers & Lybrand
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
______________________
(1) Incorporated herein by reference from the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 31,
1995.
(2) Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1 (File No. 33-32134).
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