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HALE AND DORR
COUNSELLORS AT LAW
60 State Street
Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
July 12, 1996
VIA ELECTRONIC SUBMISSION
_________________________
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Boston Technology, Inc.
Commission File No. 0-17384
1996 Stock Incentive Plan
Registration Statement on Form S-8
Registration No. 333-6863
Amendment No. 1
__________________________________
Ladies and Gentlemen:
Submitted herewith for filing with the Commission in EDGAR
electronic format on behalf of Boston Technology, Inc. (the
"Company") is Amendment No. 1 to the above-captioned Registration
Statement on Form S-8, including the exhibits thereto.
Very truly yours,
/s/William S. Gehrke
__________________________
William S. Gehrke
Enclosure
cc: Ms. Carol B. Langer
A. K. Wnorowski, Esq.
John A. Burgess, Esq.
David A. Westenberg, Esq.
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As filed with the Securities and Exchange Commission
on July 12, 1996
Registration No. 333-6863
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
To
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)
=============================================================================
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This Amendment No. 1 to Boston Technology, Inc.'s Registration Statement on
Form S-8 is being filed solely for the purpose of filing the exhibits listed
on the Exhibit Index filed herewith.
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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 Amendment No. 1 to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
Town of Wakefield, Massachusetts on the 27th 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
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
_________ _______________ ____________
_______*______________ President, Chief )
Francis E. Girard Executive Officer and )
Director (principal )
executive officer) )
)
)
/s/ Carol B. Langer Senior Vice President )
______________________ of Finance and )
Carol B. Langer Administration, Chief )
Financial Officer and )
Treasurer (principal )
financial officer) )
)
)
_______*_______________ Corporate Controller )
David J. Beauregard (principal accounting )
officer) )
)
)
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_______*_______________ Director ) June 27, 1996
Greg C. Carr )
)
)
_______*_______________ Director )
Richard J. Connaughton )
)
)
_______*_______________ Director )
Herman B. Leonard )
)
)
_______*_______________ Director )
Joseph E. Norberg )
)
)
_______*_______________ Director )
Robert J. Slezak )
)
)
_______*_______________ Director )
Richard K. Snelling )
*By:/s/Carol B. Langer
_______________________
Carol B. Langer
Attorney-in-Fact
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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 L.L.P.
24.1 (3) Power of Attorney
______________________
(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).
(3) Previously filed.
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Exhibit 5.1
HALE AND DORR
COUNSELLORS AT LAW
60 State Street
Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
June 26, 1996
Boston Technology, Inc.
100 Quannapowitt Parkway
Wakefield, Massachusetts 01880
Re: 1996 Stock Incentive Plan
_________________________
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission relating to 1,000,000 shares of Common Stock, $.001
par value per share (the "Share") of Boston Technology, Inc., a Delaware
corporation (the "Company") issuable under the Company's 1996 Stock
Incentive Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company, as
amended, the By-Laws of the Company, as amended, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of
the directors and stockholders of 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, we are of the opinion that the Company has duly
authorized for issuance the Shares, and such Shares, when issued in
accordance with the terms of the 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,
/s/Hale and Dorr
____________________
Hale and Dorr
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Boston Technology, Inc. on Form S-8 of our report dated February 29,
1996, on our audits of the consolidated financial statements and financial
statement schedule of Boston Technology, Inc. as of January 31, 1996 and
1995, and for each of the three years in the period ended January 31, 1996
which report is included in the Boston Technology, Inc. 1996 Annual Report
on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
_______________________________
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 8, 1996
