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As filed with the Securities and Exchange Commission
on June 26, 1997
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 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)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <S> <S> <S> <S>
Proposed
Proposed maximum Amount of
Title of securities Amount to be maximum offering aggregate registration
to be registered registered price per share offering price fee
Common Stock, 2,000,000 $ 30.25 (1) $ 60,500,000.00(1) $ 20,862.07
$.001 par shares
value
</TABLE>
(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
New York Stock Exchange on June 20, 1997 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of PART I and PART II of the Registration Statement on Form S-8, File
No. 333-6863, filed by the Registrant with the Commission on June 25, 1996,
relating to the Registrant's 1996 Stock Incentive Plan.
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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 26th day of June,
1997.
BOSTON TECHNOLOGY, INC.
By: /s/ Francis E. Girard
-------------------
Francis E. Girard
President and Chief
Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- -------------- ------
<S> <S> <S>
/s/ Francis E. Girard Director, President, and )
- --------------------- Chief Executive Officer )
Francis E. Girard (principal executive officer) )
)
)
)
/s/ Carol B. Langer Senior Vice President )
- ------------------- of Finance, )
Carol B. Langer Chief Financial Officer )
Treasurer, and Secretary )
(principal financial officer) )
)
)
/s/ David J. Beauregard Assistant Vice President )
- ----------------------- of Finance )
David J. Beauregard Corporate Controller )
(principal accounting )
officer) )
)
/s/ Greg C. Carr Director ) June 26, 1997
- ---------------- )
Greg C. Carr )
)
/s/ Richard J. Coonaughton 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, Executive Vice )
- -------------------- President, Technology and )
Robert J. Slezak Marketing )
)
/s/ Richard K. Snelling Director )
- ----------------------- )
Richard K. Snelling )
)
</TABLE>
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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 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 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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EXHIBIT 23.1
June 25, 1997
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") to be filed with the Securities and
Exchange Commission relating to 2,000,000 shares of Common Stock, $.001 par
value per share (the "Shares"), of Boston Technology, Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1996 Stock Incentive
Plan, as amended (the "Plan").
We have examined the Certificate of Incorporation of the Company, as
amended, the By-Laws of the Company, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement 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, 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 LLP
---------------------
HALE AND DORR LLP
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EXHIBIT 23.2
COOPERS & LYBRAND L.L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Boston Technology, Inc. on Form S-8 relating to the 1996 Stock
Incentive Plan, of our report dated April 24, 1997, on our audits of the
consolidated financial statements of Boston Technology, Inc. as of
January 31, 1997 and 1996 and for each of the three fiscal years in the
period ended January 31, 1997, which report is included in the Annual Report
on Form 10-K.
/s/ Coopers & Lyband L.L.P.
---------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 26, 1997
