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As filed with the Securities and Exchange Commission on September 26, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MICROTOUCH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2802971
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
300 GRIFFIN PARK, METHUEN, MASSACHUSETTS 01844
(Address of Principal Executive Offices)
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1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
D. WESTERVELT DAVIS
President and Chief Executive Officer
MicroTouch Systems, Inc.
300 Griffin Park
Methuen, Massachusetts 01844
(508) 659-9000
(Name, address and telephone number of agent for service)
with copies to:
WILLIAM T. WHELAN, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
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Common Stock, $0.01 par value 375,000 shares(2) $27.9375 $10,476,562.50 $3,175.00
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high
and low sale prices on September 24, 1997 as reported by the Nasdaq
National Market System.
(2) This Registration Statement registers an additional 375,000 shares
issuable under the Registrant's 1992 Equity Incentive Plan (the "Plan").
Seven Hundred Forty-Five Thousand, Two Hundred and Fifty (745,250) shares
issuable under the Plan have previously been registered (Registration No.
33-80436).
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STATEMENT REGARDING INCORPORATION BY REFERENCE FROM
EFFECTIVE REGISTRATION STATEMENT.
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on June 20, 1994 (File No. 33-80436) relating to
the registration of 745,250 shares of the Registrant's Common Stock, $0.01 par
value per share (the "Common Stock"), as adjusted for stock splits, stock
dividends and similar transactions, authorized for issuance under the
Registrant's 1992 Equity Incentive Plan (the "Plan"), are incorporated by
reference in their entirety in this Registration Statement, except as to the
items set forth below. This Registration Statement provides for the registration
of an additional 375,000 shares of the Registrant's Common Stock, as adjusted
for stock splits, stock dividends and similar transactions, to be issued under
the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.
(c) The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-A (File No. 0-20215) filed on May 13, 1992,
including any amendment or report filed for the purpose of updating such
description.
All documents filed after the date of this Registration Statement by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a post-effective amendment which indicates that
all shares of Common Stock offered hereunder have been sold or which deregisters
all shares of Common Stock remaining unsold shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon for
the Company by Palmer & Dodge LLP, Boston, Massachusetts. William T. Whelan, the
Assistant Clerk of the Company, is a partner of Palmer & Dodge LLP.
ITEM 8. EXHIBITS.
See Exhibit Index on page 6.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 City of Boston, Commonwealth of Massachusetts, on this 26th
day of September, 1997.
MICROTOUCH SYSTEMS, INC.
(Registrant)
By: /s/ D. Westervelt Davis
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D. Westervelt Davis
President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of MicroTouch Systems, Inc.,
hereby severally constitute and appoint D. Westervelt Davis, Geoffrey P. Clear
and William T. Whelan, and each of them singly, our true and lawful attorneys-
in-fact, with full power to them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including any post-
effective amendments thereto), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities stated and on this 26th day of September, 1997:
Signature Capacity
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/s/ D. Westervelt Davis President, Chief Executive Officer
- ------------------------ (Principal Executive Officer) and Director
D. Westervelt Davis
/s/ Geoffrey P. Clear Chief Financial Officer
- ---------------------- (Principal Financial Officer and
Geoffrey P. Clear Accounting Officer)
/s/ James D. Logan Chairman of the Board and Director
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James D. Logan
/s/ Ronald D. Fisher Director
- ---------------------
Ronald D. Fisher
/s/ Frank Manning Director
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Frank Manning
/s/ Edward J. Stewart Director
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Edward J. Stewart
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Articles of Organization of MicroTouch Systems, Inc., as
amended. Filed as Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1995 (Commission
File No. 0-20215) and incorporated herein by reference.
4.2 Amended and Restated By-laws of MicroTouch Systems, Inc. Filed
as Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (File No. 33-47874) and incorporated herein by reference.
4.3 Form of Common Stock Certificate. Filed as Exhibit 4.4 to the
Registration Statement on Form S-1 (File No. 33-47874) and
incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the
securities registered hereunder.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer &
Dodge LLP filed as Exhibit 5).
24 Power of Attorney (set forth on the Signature Page to this
Registration Statement).
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EXHIBIT 5
Palmer & Dodge LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
September 26, 1997
MicroTouch Systems, Inc.
300 Griffin Park
Methuen, Massachusetts 01844
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by MicroTouch
Systems, Inc. (the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 375,000 shares of the Company's Common Stock,
$.01 par value per share, (the "Shares") offered pursuant to the provisions of
the Company's 1992 Equity Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of
the Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 10, 1997
included in MicroTouch Systems, Inc.'s Form 10-K for the year ended December 31,
1996.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
September 24, 1997
