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As filed with the Securities and Exchange Commission on OCTOBER 9, 1998
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
MICROTOUCH SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2802971
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 GRIFFIN BROOK PARK DRIVE
METHUEN, MASSACHUSETTS 01844
(978) 659-9000
(Address of Principal Executive Offices)
1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
D. WESTERVELT DAVIS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MicroTouch Systems, Inc.
300 Griffin Brook Park Drive
Methuen, Massachusetts 01844
(978) 659-9000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------------------
with copies to:
WILLIAM T. WHELAN, ESQUIRE
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(617) 542-6000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered registered per share offering price registration fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 375,000 shares $12.625 $4,734,375 $1,397
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the high and
low prices on October 2, 1998 as reported by the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Regarding Incorporation By Reference From Effective Registration
- --------------------------------------------------------------------------
Statement
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This Registration Statement covers additional securities of the same class
as the securities of the Registrant registered on Form S-8 (File No. 33-80436)
filed with the Securities and Exchange Commission on June 20, 1994 and Form S-8
(File No. 333-36439) filed with the Securities and Exchange Commission on
September 26, 1997, the contents of which are both hereby incorporated by
reference, relating to the Registrant's 1992 Equity Incentive Plan.
Item 8. Exhibits.
- -----------------
See Exhibit Index on page 5.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Methuen, Massachusetts, on October 9, 1998.
MICROTOUCH SYSTEMS, INC.
By: /s/ D. Westervelt Davis
-----------------------
D. Westervelt Davis,
President and Chief Executive Officer
2
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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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ D. Westervelt Davis President, Chief Executive October 9, 1998
- --------------------------- Officer and Director
D. Westervelt Davis (Principal Executive Officer)
/s/ Geoffrey P. Clear Vice President, Finance and October 9, 1998
- --------------------------- Administration
Geoffrey P. Clear (Chief Financial Officer
and Principal Accounting Officer)
/s/ James D. Logan Chairman of the Board October 9, 1998
- --------------------------- and Director
James D. Logan
/s/ Edward J. Stewart, III Director October 9, 1998
- ---------------------------
Edward J. Stewart, III
/s/ Ronald D. Fisher Director October 9, 1998
- ---------------------------
Ronald D. Fisher
/s/ Frank Manning Director October 9, 1998
- ---------------------------
Frank Manning
/s/ Peter E. Brumme Director October 9, 1998
- ---------------------------
Peter E. Brumme
3
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the 6
legality of shares being registered. Filed herewith.
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included 6
in opinion of counsel filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent accountants. Filed herewith. 7
24 Power of Attorney to file future amendments (set forth on the signature
page of this Registration Statement.)
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EXHIBIT 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.mintz.com
Fax: 202/434-7400
October 9, 1998
MicroTouch Systems, Inc.
300 Griffin Brook Park Drive
Methuen, MA 01844
Ladies and Gentlemen:
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 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/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 12, 1998 included in MicroTouch Systems, Inc.'s Form 10-K for the year
ended December 31, 1997.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
October 5, 1998
