<PAGE>
As filed with the Securities and Exchange Commission on May 18, 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)
1997 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/(2)/ Price Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 shs. $15 9/16 $23,343,750 $6489.60
$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 May 5, 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-3;
Page 1 of 7 pages.
<PAGE>
PART II
INCORPORATION OF CONTENTS OF
EARLIER REGISTRATION STATEMENT BY REFERENCE
The purpose of this Registration Statement is to register an additional
1,500,000 shares of the Company's Common Stock, par value $0.01 per share, in
connection with the Company's 1997 Stock Option Plan, as amended. Pursuant to
General Instruction E of Form S-8, the contents of the Company's Registration
Statement (Registration No. 333-13581) on Form S-8 filed with the Securities and
Exchange Commission on December 5, 1997, are incorporated herein by reference.
Item 8. Exhibits.
--------
Exhibit
No. Description
----- -----------
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).
5.1. 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 5.1
to this registration statement).
24. Power of Attorney (included on signature page).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 10th day of May, 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 May 10, 1999
- ----------------------- Director (principal executive
Robert J. Palmisano officer)
/s/ Randy W. Frey Executive Vice President May 10, 1999
- ----------------------- and Director
Randy W. Frey
/s/ Robert J. Kelly Executive Vice President, Chief May 10, 1999
- ----------------------- Financial Officer and Treasurer
Robert J. Kelly
/s/ Jeffrey A. Bernfeld Director May 10, 1999
- -----------------------
Jeffrey A. Bernfeld
/s/ C. Glen Bradley Director May 10, 1999
- -----------------------
C. Glen Bradley
Director May , 1999
- -----------------------
Richard F. Miller
/s/ John A. Norris Director May 10, 1999
- -----------------------
John A. Norris
/s/ Richard M. Traskos Director May 10, 1999
- -----------------------
Richard M. Traskos
</TABLE>
II-2
<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).
5.1. Opinion of Ropes & Gray.
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 5.1 to this registration statement).
24. Power of Attorney (included on signature page).
</TABLE>
II-3
<PAGE>
Exhibit 5.1
[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 1,500,000 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 1997 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 18, 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
May 18, 1999
