<PAGE>
As filed with the Securities and Exchange Commission on May 6, 1999
File No. 333-
================================================================================
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 04-2897945
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
21 Hickory Drive
Waltham, Massachusetts 02451
(Address of principal executive offices, including zip code)
------------
AUTONOMOUS TECHNOLOGIES CORPORATION 1995 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
James A. Lightman, Esq.
Vice President and General Counsel
Summit Technology, Inc.
21 Hickory Drive
Waltham, Massachusetts 02451
(781) 890-1234
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered/(1)/ Registered Offering Price Aggregate Offering Registration
Per Share Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 868,689 shs. $15.50/(2)/ $5,154,487 $1,433
$0.01 par value
======================================================================================================================
</TABLE>
/(1)/Includes associated common stock purchase rights.
/(2)/The offering price for shares subject to the options on the date hereof is
the actual exercise prices for such options which range from $3.95 to
$15.50 per share.
Exhibit Index on page II-5;
Page 1 of 15 pages.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Summit Technology, 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, 1998
including portions of the Company's definitive proxy statement filed
in connection with the Company's 1999 annual meeting of
stockholders.
(ii) Current Reports on Form 8-K filed with the Securities and Exchange
Commission on March 23, 1999, April 28, 1999 and May 4, 1999,
including an amendment on Form 8-K/A filed on January 14, 1999.
(iii) The description of the Company's common stock and the associated
common stock purchase rights contained in the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on April 2, 1990.
All documents subsequently filed by the Company 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 that 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.
-----------------------------------------
In Massachusetts, a corporation's articles of organization may limit the
personal liability of its directors for breaches of their fiduciary duties.
Under the Massachusetts Business Corporation Law (the "MBCL"), this limitation
is generally unavailable for acts or omissions by a director which (i) were in
violation of such director's duty of loyalty, (ii) were in bad faith or which
involved intentional misconduct or a knowing violation of law, or (iii) involved
a financial profit or other advantage to which the director was not legally
entitled. The MBCL also prohibits the elimination or limitation of director
liability for unauthorized loans to insiders or distributions that occur when a
corporation is, or which renders a corporation, insolvent. The MBCL also
generally permits indemnification of directors, officers, employees and certain
others for expenses incurred by them by reason of their position with the
corporation, if such person has acted in good faith and with the reasonable
belief that his or her conduct was in, or not opposed to, the best interest of
the corporation.
The Company's articles allow for limitations on directors' liability as
permitted by the MBCL. The Company's by-laws provide that the corporation shall
indemnify against all liabilities and expenses, including reasonable fees of
counsel, any person threatened with or made a party to any action, suit or other
proceeding by reason of the fact that he, she, his or her testator or intestate,
is or was a director, officer, employee or other agent of the corporation, or is
or was a director, officer, employee or other agent of the corporation who
serves or served, at the request of the corporation, as a director, officer,
employee or other agent of another organization
II-1
<PAGE>
or who, at the request of the corporation, serves or served in any capacity
with respect to an employee benefit plan. However, as to matters disposed of by
a compromise payment, pursuant to a consent decree or otherwise, no
reimbursement, either for said payment or for any other expenses in connection
with the matter so disposed of, shall be provided unless such compromise shall
be approved: (i) by a disinterested majority of the directors then in office; or
(ii) if a majority of such directors are interested, by a majority of the
disinterested directors then in office, provided that independent legal counsel
has given a written opinion to the effect that such director or officer does not
appear not to have acted in good faith in the reasonable belief that his action
was in the best interests of the corporation or, to the extent that such matter
relates to service, in the best interests of the participants of an employee
benefit plan; or (iii) by the holders of a majority of the outstanding stock at
the time entitled to vote for directors, not counting as outstanding any stock
owned by any interested person. Notwithstanding the foregoing, no
indemnification shall be provided for any person with respect to any matter as
to which such person shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his or her action was in the
best interests of the corporation or of the participants or beneficiaries of the
employee benefit plan.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
4.1. Articles of Organization, as amended, of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1992).
4.2. Amendment to the Articles of Organization of the Company dated
September 7, 1994 (incorporated by reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1994).
4.3. Amendment to the Articles of Organization of the Company dated July 16,
1997.
4.4. By-laws, as amended, of the Company (incorporated by reference to Exhibit
3(b) of the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
4.5. Rights Agreement (incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on April 2, 1990).
5. Opinion of Ropes & Gray.
23.1. Consent of Deloitte & Touche LLP.
23.2. Consent of KPMG Peat Marwick LLP.
23.4. Consent of Ropes & Gray (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:
II-2
<PAGE>
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(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) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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 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.
(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.
II-3
<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 29th day April, 1999.
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 Robert J. Palmisano and James A.
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 29, 1999
- ----------------------- Director (principal executive
Robert J. Palmisano officer)
/s/ Robert J. Kelly Executive Vice President, Chief April 29, 1999
- ----------------------- Financial Officer and Treasurer
Robert J. Kelly
/s/ Jeffrey A. Bernfeld Director April 29, 1999
- -----------------------
Jeffrey A. Bernfeld
/s/ Richard F. Miller Director April 29, 1999
- ---------------------
Richard F. Miller
/s/ John A. Norris Director April 29, 1999
- ---------------------
John A. Norris
/s/ Richard M. Traskos Director April 29, 1999
- ----------------------
Richard M. Traskos
II-4
<PAGE>
EXHIBIT INDEX
Number Title of Exhibit Page
------ ---------------- ----
4.1. Articles of Organization, as
amended, of the Company
(incorporated by reference to
Exhibit 3.1 of the Company's
Annual Report on Form 10-K
for the year ended December
31, 1992).
4.2. Amendment to the Articles of
Organization of the Company
dated September 7, 1994
(incorporated by reference to
Exhibit 3.1 of the Company's
Annual Report on Form 10-K
for the year ended
December 31, 1994).
4.3 Amendment to the Articles of
Organization of the Company
dated July 16, 1997.
4.4. By-laws, as amended, of the
Company (incorporated by
reference to Exhibit 3(b) of the
Company's Annual Report on
Form 10-K for the year ended
December 31, 1994).
4.5. Rights Agreement (incorporated
by reference to Exhibit 1 to the
Company's Registration
Statement on Form 8-A filed
with the Securities and
Exchange Commission on April
2, 1990).
5. Opinion of Ropes & Gray.
23.1. Consent of Deloitte & Touche
LLP.
23.2. Consent of KPMG Peat
Marwick LLP.
23.3. Consent of Ropes & Gray
(contained in the opinion filed
as Exhibit 5 to this registration
statement).
24. Power of Attorney (included on
signature page).
<PAGE>
EXHIBIT 4.3
FEDERAL IDENTIFICATION
NO. 04-2897945
/s/ The Commonwealth of Massachusetts
- ----- William Francis Galvin
Examiner Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
/s/ N/A
- -------
Name ARTICLES OF AMENDMENT
Approved (General Laws, Chapter 156B, Section 72)
We, D. Verne Sharma , /*/President
----------------------------------------------------------
and Peter E. Litman , /*/ Clerk
----------------------------------------------------------
of Summit Technology, Inc. ,
---------------------------------------------------------------------------
(Exact name of corporation)
located at 21 Hickory Drive, Waltham, Massachusetts 02154 ,
-------------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
6
- ------------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
June 25, 1997, by vote of:
- ----------- --
22,537,404 shares of common stock of 31,026,595 shares outstanding.
- ---------- -------------------------- ----------
(type, class & series, if any)
shares of of shares outstanding.
- ---------- -------------------------- ----------
(type, class & series, if any)
shares of of shares outstanding.
- ---------- -------------------------- ----------
(type, class & series, if any)
C
/1*/
P
/2**/being at least two-thirds of each type, class or series outstanding
M and entitled to vote thereon and of each type, class or series of stock
whose rights are adversely affected thereby:
R.A.
That Article 6 of the Corporation's Articles of Organization be amended as
set forth on Continuation Sheet 6A, annexed.
*Delete the inapplicable words. **Delete the inapplicable clause.
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8-1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.
- -------
P.C.
<PAGE>
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------------------ -----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
---- ---------------- ---- ---------------- ---------
<S> <C> <C> <C> <C>
Common: Common:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
Change the total authorized to:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------------------ -----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
---- ---------------- ---- ---------------- ---------
<S> <C> <C> <C> <C>
Common: Common:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
ARTICLE 6 IS DELETED IN ITS ENTIRETY
AND THE FOLLOWING IS SUBSTITUTED THEREFOR:
CONTINUATION SHEET 6A
---------------------
The Board of Directors shall consist of seven directors.
The directors shall be classified with respect to the time for which they
shall hold office by dividing them into three classes, the first class of which
shall consist of two directors, the second class of which shall consist of three
directors, and the third class of which shall consist of two directors, and all
directors of the Corporation shall hold office until their successors shall have
been duly elected and qualified. The directors of the first class who were
elected at the shareholders' meeting held on March 18, 1987, initially held
office for terms of three years each; the directors of the second class who were
elected at the shareholders' meeting held on March 18, 1987 initially held
office for terms of two years each; and the director of the third class who was
elected at the shareholders' meeting on March 18, 1987 initially held office for
a term of one year; and thereafter at each annual election of directors the
successors to the class of directors whose term shall have expired that year
shall be elected to hold office for a term of three years, so that the term of
office of one class of directors shall expire each year. The present term of the
first class of directors will expire as of the 1999 annual meeting of
shareholders (or special meeting in lieu thereof); the present term of the
second class of directors will expire as of the 1998 annual meeting of
shareholders (or special meeting in lieu thereof); the present term of the third
class of directors will expire as of the 2000 annual meeting of shareholders (or
special meeting in lieu thereof). The term of any director elected to fill a
vacancy in any class of directors shall be the unexpired balance of the term
applicable to that class.
If the office of any director becomes vacant for any reason, a successor or
successors shall be elected by the Board of Directors. Each such successor shall
hold office for the unexpired term of his or her predecessor.
The stockholders may remove any director from office only for cause. The
Board of Directors may remove any director from office with or without cause. A
director may be removed for cause only after a reasonable notice and opportunity
to be heard before the body proposing to remove him or her.
This Article 6 of the Articles of Organization of the Corporation may be
amended only by affirmative vote of stockholders holding 66 2/3% of the shares
having the right to vote.
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, however,
that, to the extent required by applicable law, this 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, (iii) under Section 61 or 62 or successor provisions
of the Massachusetts Business Corporation Law, or (iv) for any
<PAGE>
transaction from which the director derived an improper personal benefit. This
provision shall not eliminate or limit the liability of a director for any act
or omission occurring prior to the date upon which this provision becomes
effective. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
The rights of a stockholder shall not be considered adversely affected by
any amendment of the Articles of Organization of the Corporation which creates
or alters any restrictions on transfer of stock, and any such amendment is
hereby expressly permitted.
Meetings of the stockholders of the Corporation may be held anywhere in the
United States.
The directors may make, amend, or repeal the By-Laws in whole or in part
except with respect to any provision relating to the number, election or term of
the directors, the filling of vacancies on the Board of Directors, the removal
of directors, or any provisions of the By-Laws which by-law or By-Laws requires
action by the stockholders.
The Corporation may be a partner in any business enterprise which the
Corporation would have the power to conduct itself.
The directors of this Corporation have full power and authority to
establish and designate any other series of common stock, $.01 par value, of
this Corporation, and to fix and determine the variations in the relative
rights and preferences as between said different series, including without
limitation the voting rights, if any, of each series.
<PAGE>
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: .
--------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of July , 1997 ,
------ ----------- ---
/s/ D. Verne Sharma , /*/President
- ---------------------------------------------------------
/s/ Peter E. Litman , /*/Clerk
- ---------------------------------------------------------
/*/Delete the inapplicable words.
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
========================================
I hereby approve the within Articles of
Amendment and, the filing fee in the
amount of $100.00 having been paid,
-------
said articles are deemed to have been
filed with me this 16th day of July
1997.
Effective date:
-----------------------
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
"A TRUE COPY ATTEST"
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DATE 4/21/99 CLERK AW
-------- ---------
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Peter E. Litman, Esq.
----------------------------------------
Summit Technology, Inc.
----------------------------------------
21 Hickory Drive
----------------------------------------
Waltham, MA 02154
----------------------------------------
<PAGE>
Exhibit 5
[ROPES & GRAY LETTERHEAD]
April 29, 1999
Summit Technology, Inc.
21 Hickory Drive
Waltham, MA 02154
Re: Summit Technology, Inc.
-----------------------
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 868,689 shares of Common Stock, $0.01 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 Autonomous Technologies Corporation
1995 Stock Option Plan (the "Plan"). For purposes of this opinion we have
examined the Plan 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 Plan, 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
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Summit Technology, Inc. (the "Company") on Form S-8 of our report dated
March 17, 1999 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to a change in accounting principle described in
Note 2 to the consolidated financial statements), appearing in the Annual Report
on Form 10-K of the Company for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 6, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Summit Technology, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-______) on Form S-8 of Summit Technology, Inc., of our report dated March 6,
1998, except as to Note 10, which is as of March 27, 1998 and except for the
restatement referred to in Note 18, as to which the date is March 9, 1999
relating to the consolidated balance sheet of Summit Technology, Inc., and
subsidiaries as of December 31, 1997, and the related consolidated statements of
operations, stockholders' equity, and cash flows and related schedules for each
of the years in the two-year period ended December 31, 1997, which report
appears in this current report on Form 10-K of Summit Technology, Inc., dated
March 31, 1999.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
May 6, 1999
