<PAGE>
As filed with the Securities and Exchange Commission on March 26, 1999
Registration No. 333-66947
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Amendment No. 3
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
SUMMIT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 3845 04-2897945
(State or other (Primary standard industrial (I.R.S. Employer
jurisdiction classification code number) Identification Number)
of incorporation or
organization)
21 Hickory Drive
Waltham, Massachusetts 02451
(781) 890-1234
(Address, including zip code and telephone number including area code of
registrant's principal executive offices)
JAMES A. LIGHTMAN
Vice President and General Counsel
Summit Technology, Inc.
21 Hickory Drive
Waltham, Massachusetts 02451
(781) 890-1234
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Please send copies of all communications to:
Keith F. Higgins, Esq. William A. Grimm, Esq.
Ropes & Gray Gray, Harris & Robinson, P.A.
One International Place 201 East Pine Street, Suite 1200
Boston, Massachusetts 02110 Orlando, Florida 32801
(617) 951-7000 (407) 843-8880
(617) 951-7050 (fax) (407) 244-5690 (fax)
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1 Agreement and Plan of Merger dated October 1, 1998 by and among Summit
Technology, Inc., Alpine Acquisition Corp. and Autonomous Technologies
Corporation (Incorporated by Reference to Exhibit 2.1 of the Current
Report on Form 8-K filed by Summit Technology, Inc. on October 7,
1998).
2.2 Amendment No. 1, dated March 16, 1999, to the Agreement and Plan of
Merger by and among Summit Technology, Inc., Alpine Acquisition Corp.
and Autonomous Technologies Corporation (Incorporated by Reference to
Exhibit 2.2 of Amendment No. 2 to the Registration Statement on Form
S-4 filed by Summit Technology, Inc. on March 24, 1999).
4.1 Form of Stockholder Agreement dated as of October 1, 1998 by and
between Summit Technology, Inc. and certain stockholders of Autonomous
Technologies Corporation (Incorporated by Reference to Exhibit 4.1 of
the Current Report on Form 8-K filed by Summit Technology, Inc.
on October 7, 1998).
4.2 Rights Agreement dated as of March 29, 1990 (Incorporated by Reference
to Exhibit 1 of Form 8-A filed by Summit Technology, Inc. on April 2,
1990).
5.1 Opinion of Ropes & Gray as to validity of shares (Incorporated by
Reference to Exhibit 5.1 of Amendment No. 1 to the Registration
Statement on Form S-4 filed by Summit Technology, Inc. on January 7,
1999).
8.1 Opinion of Ropes & Gray re: tax matters.
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Amendment No. 2 to registration statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Waltham, The Commonwealth of Massachusetts, on the 26th day of March, 1999.
SUMMIT TECHNOLOGY, INC.
/s/ Robert J. Kelly
By: _________________________________
Name: Robert J. Kelly
Title: Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
* Chief Executive Officer
______________________________________ and Director (principal
Robert J. Palmisano executive officer)
* Executive Vice President,
______________________________________ Chief Financial Officer
Robert J. Kelly and Treasurer (principal
financial and accounting
officer)
* Director
______________________________________
Jeffrey A. Bernfeld
* Director
______________________________________
Richard F. Miller
* Director
______________________________________
John A. Norris
* Director
______________________________________
</TABLE> Richard M. Traskos
/s/ Robert J. Kelly
By: _____________________________ Dated: March 26, 1999
Robert J. Kelly
Attorney in Fact
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1 Agreement and Plan of Merger dated October 1, 1998 by and among Summit
Technology, Inc., Alpine Acquisition Corp. and Autonomous Technologies
Corporation (Incorporated by Reference to Exhibit 2.1 of the Current
Report on Form 8-K filed by Summit Technology, Inc. on October 7,
1998).
2.2 Amendment No. 1, dated March 16, 1999, to the Agreement and Plan of
Merger by and among Summit Technology, Inc., Alpine Acquisition Corp.
and Autonomous Technologies Corporation (Incorporated by Reference to
Exhibit 2.2 of Amendment No. 2 to the Registration Statement on Form
S-4 filed by Summit Technology, Inc. on March 24, 1999).
4.1 Form of Stockholder Agreement dated as of October 1, 1998 by and
between Summit Technology, Inc. and certain stockholders of Autonomous
Technologies Corporation (Incorporated by Reference to Exhibit 4.1 of
the Current Report on Form 8-K filed by Summit Technology, Inc.
on October 7, 1998).
4.2 Rights Agreement dated as of March 29, 1990 (Incorporated by Reference
to Exhibit 1 of Form 8-A filed by Summit Technology, Inc. on April 2,
1990).
5.1 Opinion of Ropes & Gray as to validity of shares (Incorporated by
Reference to Exhibit 5.1 of Amendment No. 1 to the Registration
Statement on Form S-4 filed by Summit Technology, Inc. on January 7,
1999).
8.1 Opinion of Ropes & Gray re: tax matters.
</TABLE>
<PAGE>
EXHIBIT 8.1
[Ropes & Gray Letterhead Appears Here]
March 26, 1999
Summit Technology, Inc.
21 Hickory Drive
Waltham, MA 02451
Ladies and Gentlemen:
We have acted as counsel to Summit Technology, Inc. ("Summit"), a
Massachusetts corporation, in connection with the planned transaction (the
"Merger") contemplated by the Agreement and Plan of Merger, dated as of October
1, 1998, by and among Summit, Alpine Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Summit ("Merger Sub"), and Autonomous
Technologies Corporation, a Florida corporation ("Autonomous") (the "Merger
Agreement"). All capitalized terms used but not defined herein have the
meanings ascribed to them in the Merger Agreement.
For purposes of the opinion set forth below, we have reviewed and relied upon
(i) the Merger Agreement, (ii) the Joint Proxy Statement and Prospectus
included in the Registration Statement on Form S-4 filed by Summit with the
Securities and Exchange Commission on January 7, 1999 (the "Registration
Statement"), and (iii) such other documents, records and instruments as we have
deemed necessary or appropriate as a basis for our opinion. We have assumed
without investigation or verification that all statements contained in the
foregoing documents are true, correct, and complete as of the date hereof and
will remain true, correct and complete through the Effective Time; that no
actions inconsistent with such statements have occurred or will occur; that all
such statements made "to the best of the knowledge of" any persons or parties,
or similarly qualified, are true, correct and complete as if made without such
qualification; and, as to all matters in which a person or entity making a
representation has represented that such person or entity either is not a party
to, does not have, or is not aware of, any plan or intention, understanding or
agreement, we have assumed that there is in fact no such plan, intention,
understanding or agreement.
We also have assumed that (i) the Merger will be consummated in accordance
with the Merger Agreement (including satisfaction of all covenants and
conditions to the obligations of the parties without amendment or waiver
thereof); (ii) all representations and warranties contained in the Merger
Agreement are true, correct, and complete in all respects; (iii) the Merger
will be effective as a merger under the applicable laws of Delaware and
Massachusetts; and (iv) if the Merger is not restructured as a fully taxable
Merger, (a) each of Summit, Autonomous and Merger Sub will deliver a tax
representation certificate satisfactory to Ropes & Gray and (b) each of Summit,
Autonomous and Merger Sub will comply with the reporting obligations with
respect to the Merger, if any, required under the Internal Revenue Code (the
"Code") and the Treasury regulations promulgated thereunder.
<PAGE>
Summit Technology, Inc. -2- March 26, 1999
Any inaccuracy in, or breach of, any of the aforementioned statements,
representations and assumptions and any change in applicable law after the date
hereof could adversely affect our opinion. No ruling has been sought from the
Internal Revenue Service by Summit, Autonomous or Merger Sub as to the federal
income tax consequences of any aspect of the Merger, and the Internal Revenue
Service is not bound by our opinion herein.
Based upon and subject to the foregoing as well as to the qualifications and
limitations set forth below, it is our opinion that the legal conclusions under
the caption "Material Federal Income Tax Consequences of the Merger" in the
Registration Statement constitute the opinion of Ropes & Gray as to the
material United States federal income tax consequences generally applicable to
Autonomous stockholders in connection with the Merger.
No opinion is expressed as to any matter not specifically addressed above,
including the tax consequences of any of the transactions under any foreign,
state, or local tax law or the tax consequences of any other transactions
contemplated or entered into by Summit, Autonomous or Merger Sub in connection
with the transactions described above. Our opinion is based on current federal
income tax law and we do not undertake to advise you as to any changes in
federal income tax law after the date hereof that may affect our opinion.
This opinion is solely for use in connection with the Registration Statement.
We hereby consent to the filing with the Securities and Exchange Commission
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
