<PAGE> 1
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Summit Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation or Organization)
04-2897945
(I.R.S. Employer Identification Number)
21 Hickory Drive
Waltham, Massachusetts 02154
(Address of Principal Executive Offices)
Summit Technology, Inc. 1987 Stock Option Plan
(Full Title of the Plan)
David F. Muller, Ph.D., President
Summit Technology, Inc.
21 Hickory Drive
Waltham, MA 02154
(Name and Address of Agent for Service)
With a copy to:
Lauren Jennings, Esq.
Goldstein & Manello, P.C.
265 Franklin Street
Boston, MA 02110
(617) 439-8900
(617) 890-1234
Telephone Number, Including Area Code, of Agent for Service.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Aggregate Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit (1) Price (1) Fee
------------ ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 250,000 $38.75 $9,687,500 $3,340.50
<FN>
(1) Based on the average of the high and low prices reported by the
National Association of Securities Dealers Automated Quotation
National Market System on July 12, 1995.
</TABLE>
<PAGE> 2
The contents of the registrant's registration statement on Form S-8, No.
33-25169, filed with the Commission on November 15, 1988, are hereby
incorporated by reference.
The opinion of counsel as to the legality of the securities being
registered and the consent of such counsel to the inclusion of the opinion in
this Registration Statement is attached as Exhibit 5 hereto. The consent of
the independent auditors to the use of financial statements incorporated by
reference in this Registration Statement is attached as Exhibit 23(a) hereto.
<PAGE> 3
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 Waltham, Commonwealth of Massachusetts, on the
18th day of July, 1995.
SUMMIT TECHNOLOGY, INC.
By: /s/ David F. Muller
-----------------------------
David F. Muller
President, Chief Executive
Officer and Chairman of the
Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David F. Muller President, Chief July 18, 1995
------------------------- Executive Officer
David F. Muller and Chairman of the
Board
/s/ Rajiv P. Bhatt Treasurer and July 18, 1995
------------------------- Chief Financial
Rajiv P. Bhatt Officer
/s/ Jeffrey A. Bernfeld Director July 18, 1995
-------------------------
Jeffrey A. Bernfeld
/s/ Richard F. Miller Director July 18, 1995
-------------------------
Richard F. Miller
Director July ___, 1995
-------------------------
John A. Norris
/s/ Richard M. Traskos Director July 18, 1995
-------------------------
Richard M. Traskos
</TABLE>
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5 Opinion of Counsel
23(a) Accountants' Counsent
23(b) Consent of Counsel
(included in Exhibit 5)
</TABLE>
<PAGE> 1
EXHIBIT 5
<PAGE> 2
[Letterhead]
July 18, 1995
Summit Technology, Inc.
21 Hickory Drive
Waltham, MA 02154
Gentlemen:
This opinion is furnished to you in connection with the filing with the
Securities and Exchange Commission ("SEC") on July 18, 1995 of an amendment
(the "Amendment") to the registration statement on Form S-8, File No. 33-25169
filed with the SEC on November 15, 1988, for the purpose of registering an
additional 250,000 shares (the "Shares") of Common Stock of Summit Technology,
Inc. (the "Company"), $.01 par value for issuance upon exercise of options
under the Summit Technology, Inc. 1987 Stock Option Plan (the "Plan").
In rendering this opinion, we have examined and relied on:
1. A copy of the Articles of Organization of the Company, as amended
to date, certified to be true, correct and complete by the Clerk of the Company
on July 13, 1995;
2. A copy of the By-Laws of the Company as amended to date, certified
to be true, correct, and complete by the Clerk of the Company on July 13, 1995;
3. The Plan and the forms of agreement ("Option Agreements") currently
authorized for use under the Plan as provided to us by the Company; and
4. Such case and statutory laws of the Commonwealth of Massachusetts
as we have deemed relevant.
We have assumed in our examination of documents:
1. The completeness and authenticity of all documents submitted to us
as originals;
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Summit Technology, Inc.
July 18, 1995
Page - 2 -
2. The genuineness of all signatures;
3. The completeness and conformity to original documents of documents
submitted to us as certified or photostatic copies;
4. That the Company will issue Shares to purchasers only in
accordance with the Plan and pursuant to duly authorized and validly executed
Option Agreements, and the vote of the Company's Board of Directors to issue
such Shares;
5. That upon the issuance of the Shares, the Company will issue to
each of the purchasers thereof a stock certificate representing the number of
Shares purchased by such purchaser, which stock certificate complies with the
requirements of Section 27 of Chapter 156B of the Massachusetts General Laws;
6. That the Company is not a debtor under the Bankruptcy Code or
state laws for relief of debtors, and is not subject to receivership;
7. That the Company has legal existence;
8. That the Shares will be offered and sold in compliance with
applicable state and federal securities laws;
9. That the Company will not make any distribution to any purchaser
of Shares that would cause him to be held liable therefor under Section 45 of
Chapter 156B of the Massachusetts General Laws;
10. That the consideration received by the Company upon issuance of
the shares will be at least equal to the par value of the Shares;
11. That all Shares issued pursuant to the Plan are, at the time of
issuance, authorized but unissued shares of Common Stock or duly issued
treasury stock;
12. That the facts contained in the certificate of the Clerk of
Company dated July 13, 1995 are true and complete as of the date made and as
of the date hereof; and
13. That there will be no change in any of the documents, facts and
laws examined and relied on by us in issuing this opinion between the date
hereof and the date of issuance of the Shares.
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Summit Technology, Inc.
July 18, 1995
Page - 3 -
Except as specifically set forth hereinabove, we have made no
independent factual investigation. We opine only as to the laws of the
Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that,
when issued to recipients in accordance with the terms of the Plan and the
terms of any Option Agreement between the Company and such recipients, the
Shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this letter with the SEC as an Exhibit to
the Amendment and we further consent to the reference to our firm contained in
the Amendment.
Very truly yours,
Goldstein & Manello, P.C.
By: /s/ Goldstein & Manello, P.C.
--------------------------------
Its authorized signatory
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EXHIBIT 23(a)
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Independent Auditor's Consent
The Board of Directors
Summit Technology, Inc.
We consent to the use of our reports incorporated therein by reference in the
prospectus.
KPMG Peat Marwick LLP
July 18, 1995
