<PAGE>
As filed with the Securities and Exchange Commission on June 29, 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)
SUMMIT TECHNOLOGY, INC. 1999 OUTSIDE DIRECTORS' COMPENSATION 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>
================================================================================
| | | Proposed |
Title of | | | Maximum |
Securities | Amount | Proposed Maximum | Aggregate | Amount of
to be | to be | Offering Price | Offering | Registration
Registered/(1)/| Registered | Per Share/(2)/ | Price | Fee
================|==============|===================|=============|==============
<S> | <C> | <C> |<C> | <C>
Common Stock, | 200,000 shs.| $19.47 |$3,894,000.00| $1082.53
$0.01 par value | | | |
================================================================================
</TABLE>
/(1)/ Includes associated common stock purchase rights.
/(2)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), upon the basis of the average of the high
and low prices of the Common Stock as reported on the Nasdaq National
Market System on June 25, 1999. Pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an indeterminate
amount of securities to be offered or sold as a result of any adjustments
from stock splits, stock dividends or similar events.
Exhibit Index on page II-6;
Page 1 of 10 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) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
filed with the Securities and Exchange Commission on May 17, 1999.
(iii) 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.
(iv) 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
II-1
<PAGE>
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 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 (incorporated by reference to Exhibit 4.3 of the Company's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on May 6, 1999).
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 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).
II-2
<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. 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 15th day of June, 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.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- ----------- ------------------------ ----
<S> <C> <C>
/s/ Robert J. Palmisano Chief Executive Officer and June 15, 1999
- ----------------------- Director (principal executive
Robert J. Palmisano officer)
/s/ Randy W. Frey Executive Vice President and June 15, 1999
- ----------------------- Director
Randy W. Frey
/s/ Robert J. Kelly Executive Vice President, Chief June 15, 1999
- ----------------------- Financial Officer and Treasurer
Robert J. Kelly
/s/ Jeffrey A. Bernfeld Director June 15, 1999
- -----------------------
Jeffrey A. Bernfeld
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ C. Glen Bradley Director June 15, 1999
- -----------------------
C. Glen Bradley
/s/ Richard F. Miller Director June 15, 1999
- -----------------------
Richard F. Miller
/s/ John A. Norris Director June 15, 1999
- -----------------------
John A. Norris
/s/ Richard M. Traskos Director June 15, 1999
- -----------------------
Richard M. Traskos
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
------ ---------------- ----
<C> <S> <C>
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
(incorporated by reference to
Exhibit 4.3 of the Company's
Registration Statement on Form
S-8 filed with the Securities and
Exchange Commission on May 6,
1999).
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.
</TABLE>
II-6
<PAGE>
<TABLE>
<C> <S> <C>
23.1. Consent of Deloitte & Touche
LLP.
23.2. Consent of KPMG 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).
</TABLE>
II-7
<PAGE>
Exhibit 5
[ROPES & GRAY LETTERHEAD]
June 18, 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 200,000 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 Company's 1999 Outside Directors'
Compensation 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
June 25, 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 LLP
Boston, Massachusetts
June 25, 1999
