As filed with the Securities and Exchange Commission on April 30, 1997
File 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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SUMMIT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2897945
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
21 Hickory Drive
Waltham, Massachusetts 02154
(Address of principal executive offices, including zip code)
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STOCK OPTION AGREEMENT
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(Full title of the plan)
Peter E. Litman, Esq.
General Counsel
Summit Technology, Inc.
21 Hickory Drive
Waltham, Massachusetts 02154
(617) 890-1234
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(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered <F1> registered offering price aggregate offering registration
per share <F2> price fee
Common Stock, 225,000 shs. $1.00 $225,000 $68.18
$.01 par value
<FN>
<F1>INCLUDES ASSOCIATED COMMON STOCK PURCHASE RIGHTS.
<F2>REPRESENTS THE ACTUAL EXERCISE PRICE OF THE STOCK OPTION THAT IS THE SUBJECT
OF THE STOCK OPTION AGREEMENT BEING REGISTERED HEREUNDER.
</FN>
</TABLE>
EXHIBIT INDEX ON PAGE II-6;
PAGE 1 OF 9 PAGES.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registry, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:
(i) Annual Report on Form 10-K for the year ended December 31,
1996 including portions of the Registrant's definitive Proxy
Statement filed in connection with the Registrant's 1997
Annual Meeting of Stockholders.
(ii) The description of the Registrant's Common Stock contained in
its registration statement on Form 8-A dated May 16, 1988,
including any amendment to such registration statement filed
for the purpose of updating such description, and the
description of the associated common stock purchase rights
contained in the Registrant's Registration Statement on Form
8-A field with the Commission on April 2, 1990.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Massachusetts General Laws, Chapter 156B, Section 67, empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as such with respect to another corporation or other entity at the
request of such corporation, unless such person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that
such action was in the best interests of the Corporation.
Section 13(b)(1 1/2) of Chapter 156B permits a corporation to include
in its articles of organization a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of Chapter 156B (relating to unauthorized distributions and
loans to insiders) or (iv) for any transaction from which the director derived
an improper personal benefit.
The Company's Charter and By-laws provide broadly for indemnification
of the officers and directors of the Company. In addition, the Charter provides
that, to the fullest extent permitted by Massachusetts law, no
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director shall be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such director in his or her
capacity as a director. The provisions of the Company's Charter may not limit
the availability of non-monetary relief and may not apply to violations of the
federal securities laws.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
3.1. Articles of Organization, as amended, of Registrant (incorporated by
reference to Exhibit [3.1] of the Registrant's Annual Report of Form
10-K for the year ended December 31, 1992).
3.2. Amendment to Articles of Organization of Registrant (incorporated by
reference to Exhibit [3.1] of the Registrant's Annual Report of Form
10-K for the year ended December 31, 1994).
3.3. By-laws, as amended, of Registrant (incorporated by reference to
Exhibit 3(b) of the Registrant's Annual Report of Form 10-K for the
year ended December 31, 1994).
4 Rights Agreement (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A field with the
Commission on April 2, 1990).
5. Opinion of Counsel.
23.1. Consent of KPMG Peat Marwick LLP.
23.2. Consent of Counsel (contained in the opinion filed as Exhibit 5 to this
registration statement).
24. Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned 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 of 1933, (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 (a)(1)(i) and (a)(1)(ii) shall not
apply if 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
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
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offered herein, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE>
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham, The Commonwealth
of Massachusetts, on this 28th day of April, 1997.
SUMMIT TECHNOLOGY, INC.
By: /s/ Robert J. Palmisano
Name: Robert J. Palmisano
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes Peter E. Litman and James Lightman, and each
of them singly, his true and lawful attorneys with full power to them, and each
of them singly, to sign for him and in his name in the capacities indicated
below any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.
Signature Capacity in Which Signed Date
/s/ Robert J. Palmisano Chief Executive Officer and April 28, 1997
Robert J. Palmisano Director(principal executive
officer)
/s/Rajiv Bhatt Executive Vice President and April 28, 1997
Rajiv Bhatt Chief Financial Officer
(principal financial and
accounting officer)
/s/ Jeffrey A. Bernfeld Director April 28, 1997
Jeffrey A. Bernfeld
/s/Richard F. Miller Director April 28, 1997
Richard F. Miller
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John A. Norris Director April , 1997
/s/ Richard M. Traskos Director April 28, 1997
Richard M. Traskos
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EXHIBIT INDEX
Number Title of Exhibit Page
3.1. Articles of Organization, as
amended, of Registrant
(incorporated by reference to
Exhibit [3.1] of the Registrant's
Annual Report of Form 10-K
for the year ended December
31, 1992).
3.2. Amendment to Articles of
Organization of Registrant
(incorporated by reference to
Exhibit [3.1] of the Registrant's
Annual Report of Form 10-K
for the year ended December
31, 1994).
3.3 By-laws, as amended, of
Registrant (incorporated by
reference to Exhibit 3(b) of the
Registrant's Annual Report of
Form 10-K for the year ended
December 31, 1994).
5. Opinion of Counsel. II-7
23.1. Consent of KPMG Peat II-8
Marwick LLP.
23.2. Consent of Counsel (contained
in the opinion filed as Exhibit 5
to this registration statement).
24. Power of Attorney (included on
signature page).
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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
FAX: (617) 951-7050
Exhibit 5
April 28, 1997
Summit Technology, Inc.
21 Hickory Drive
Waltham, MA 02154
Re: Executive Stock Option Agreement with David F. Muller (the "Agreement")
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of 250,000 shares of Common Stock, $.01 par value (the
"Shares"), of Summit Technology, Inc., a Massachusetts corporation (the
"Company").
We have acted as counsel for the Company and are familiar with the
actions taken by the Company in connection with the Agreement. For purposes of
this opinion we have examined the Agreement and such other documents, records,
certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of compliance with or
effect of Federal law or the law of any jurisdiction other than The Commonwealth
of Massachusetts.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Agreement,
the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/Ropes & Gray
Ropes & Gray
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our reports incorporated herein by reference
in the registration statement.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
April 30, 1997
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