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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)
1995 EMPLOYEE STOCK PURCHASE 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, 200,000 $30.25(1) $6,050,000(1) $2,086.21
$.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
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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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 1995 Employee Stock Purchase
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.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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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.
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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:
(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
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 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 Francis E. Girard, 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 )
Francis E. Girard Chief Executive Officer )
(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 and )
David J. Beauregard Corporate Controller )
(principal accounting officer )
)
)
/s/Greg C. Carr Director ) June 26, 1997
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, Executive Vice )
Robert J. Slezak President, Technology and )
Marketing )
)
/s/Richard K. Snelling Director )
Richard K. Snelling )
</TABLE>
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Exhibit Index
Exhibit
Sequential
Number Description
Page No.
3.1 (1) Certificate of Incorporation, as amended, of the Registrant
3.2 (1) 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 Power of Attorney (included on the signature page of this
Registration Statement)
- ----------------------------
(1) 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: 1995 Employee Stock Purchase 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 200,000 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 1995 Employee Stock Purchase
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 1995 Employee
Stock Purchase 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 & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 26, 1997
