AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BRUNSWICK TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MAINE 01-0402052
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
43 BIBBER PARKWAY, BRUNSWICK, MAINE 04011
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(Address of Principal Executive Offices)
BRUNSWICK TECHNOLOGIES, INC.
1991 STOCK OPTION PLAN, AS AMENDED;
1994 EMPLOYEE STOCK OPTION PLAN, AS AMENDED; AND
1997 EQUITY INCENTIVE PLAN
--------------------------
(Full Title of The Plans)
MARTIN S. GRIMNES
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BRUNSWICK TECHNOLOGIES, INC.
43 BIBBER PARKWAY
BRUNSWICK, MAINE 04011
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(Name and Address of Agent For Service)
(207) 729-7792
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
MARIANNE GILLERAN, ESQ.
GADSBY & HANNAH LLP
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(617) 345-7000
CALCULATION OF REGISTRATION FEE
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1991 STOCK OPTION PLAN, AS AMENDED (THE "1991 PLAN")
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- ---------------- -------------- -------------- -------------- ------------
Title of Proposed Proposed
Securities to be Amount to be Maximum Maximum Amount of
Registered Registered (1) Offering Price Aggregate Registration
Per Share Offering Price Fee
(2) (2)
- ---------------- -------------- -------------- -------------- ------------
Common Stock, 252,450 $0.030303 $7,649.99 $2.32
$0.0001 par
value per share
- ---------------- -------------- -------------- -------------- ------------
Common Stock, 15,114 $0.151515 $2,290.00 $0.69
$0.0001 par
value per share
- ---------------- -------------- -------------- -------------- ------------
Common Stock, 160,050 $1.515152 $242,500.08 $73.48
$0.0001 par
value per share
- ---------------- -------------- -------------- -------------- ------------
1994 EMPLOYEE STOCK OPTION PLAN, AS AMENDED (THE "1994 PLAN")
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- ---------------- -------------- -------------- -------------- ------------
Title of Proposed Proposed
Securities to be Amount to be Maximum Maximum Amount of
Registered Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price Fee
(2)
- ---------------- -------------- -------------- -------------- ------------
Common Stock, 81,675 $1.515152 $123,750.04 $37.50
$0.0001 par
value per share
- ---------------- -------------- -------------- -------------- ------------
1997 EQUITY INCENTIVE PLAN (THE "1997 PLAN")
--------------------------------------------
- ---------------- -------------- -------------- -------------- ------------
Title of Proposed Proposed
Securities to be Amount to be Maximum Maximum Amount of
Registered Registered (1) Offering Price Aggregate Registration
Per Share Offering Price Fee
(2)(3) (2)(3)
- ---------------- -------------- -------------- -------------- ------------
Common Stock, 59,150 $9.50 $561,925 $170.28
$0.0001 par
value per share
- ---------------- -------------- -------------- -------------- ------------
Common Stock, 362,590 $15.875 $5,756,116.25 $1,744.28
$0.0001 par
value per share
- ---------------- -------------- -------------- -------------- ------------
TOTAL REGISTRATION FEE FOR THE 1991 PLAN, THE 1994 PLAN AND THE 1997 PLAN
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- ------------------------------------------------------------- -----------------
Total Amount of Shares of Common Stock, $0.0001 par value Total Amount
per share, to be Registered Under the 1991 Plan, the 1994 of Registration
Plan and the 1997 Plan (1) Fee (4)
- ------------------------------------------------------------- -----------------
931,029 $2,028.55
- ------------------------------------------------------------- -----------------
(1) Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable pursuant to stock splits
or similar transactions.
(2) The offering price for shares subject to options outstanding on the
date hereof is the actual exercise price of such options.
(3) The offering price of $15.875 is for shares that have not yet been made
subject to options on the date hereof under the 1997 Plan, and has been
estimated solely for the purpose of computing the registration fee,
pursuant to Regulation C, Rule 457(h), on the basis of the average of
the high and low prices of the registrant's Common Stock, as reported
in the consolidated reporting system of NASDAQ/NMS, on September 30,
1997.
(4) The Registration Fee consists of $2.32 payable in respect of 252,450
shares subject to options under the 1991 Plan at $0.030303 per share,
plus $0.69 payable in respect of 15,114 shares subject to options under
the 1991 Plan at $0.151515 per share, plus $73.48 payable in respect of
160,050 shares subject to options under the 1991 Plan at $1.515152 per
share, plus $37.50 payable in respect of 81,675 shares subject to
options under the 1994 Plan at $1.515152 per share, plus $170.28
payable in respect of 59,150 shares subject to options under the 1997
Plan at $9.50 per share, plus $1,744.28 payable in respect of 362,590
shares under the 1997 Plan that have not yet been made subject to
options, based on an offering price of $15.875. The offering price of
$15.875 for shares that have not yet been made subject to options on
the date hereof under the 1997 Plan has been estimated solely for the
purpose of computing the registration fee, pursuant to Regulation C,
Rule 457(h), on the basis of the average of the high and low prices of
the registrant's Common Stock, as reported in the consolidated
reporting system of NASDAQ/NMS, on September 30, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this registration statement on Form S-8. Such
documents and the documents incorporated by reference in this registration
statement on Form S-8 pursuant to Item 3 of Part II hereof, as described below,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(a) The Annual Report on Form 10-K for the fiscal year ended December
31, 1996 ("Fiscal 1996") filed by Brunswick Technologies, Inc. (the "Company")
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of Fiscal 1996; and
(c) The description of the Company's securities in the Company's Form
8-A Registration Statement filed with the Commission on January 31, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered in this
registration statement have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the following provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Subsection (1) of Section 719 of the Maine Business Corporation Act
empowers a corporation to indemnify, or if so provided in the bylaws, shall in
all cases indemnify, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that that person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by that person in connection with such action, suit or proceeding; provided that
no indemnification may be provided for any person with respect to any matter as
to which that person shall have been finally adjudicated: (a) not to have acted
honestly or in the reasonable belief that that person's
action was in or not opposed to the best interest of the corporation or its
shareholders or, in the case of a person serving as a fiduciary of an employee
benefit plan or trust, in or not opposed to the best interest of the plan or
trust, or its participants or beneficiaries; or (b) with respect to any criminal
action or proceeding, to have had reasonable cause to believe that that person's
conduct was unlawful.
Furthermore, subsection (1) of Section 719 provides that the termination
of any action, suit or proceeding by judgment, order or conviction adverse to
that person, or by settlement or plea of nolo contendere or its equivalent,
shall not of itself create a presumption that that person did not act honestly
or in the reasonable belief that that person's action was in or not opposed to
the best interests of the corporation or its shareholders or, in the case of a
person serving as a fiduciary of an employee benefit plan or trust, in or not
opposed to the best interests of that plan or trust or its participants or
beneficiaries and, with respect to any criminal action or proceeding, had
reasonable cause to believe that that person's conduct was unlawful.
Subsection (1-A) of Section 719 provides that notwithstanding any
provision of subsection (1), a corporation shall not have the power to indemnify
any person with respect to any claim, issue or matter asserted by or in the
right of the corporation as to which that person is finally adjudicated to be
liable to the corporation unless the court in which the action, suit or
proceeding was brought shall determine that, in view of all the circumstances of
the case, that person is fairly and reasonably entitled to indemnity for such
amounts as the court shall deem reasonable.
Subsection (3) of Section 719 provides that any indemnification under
subsection (1), unless ordered by a court or required by the bylaws, shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances and in the best interests of the corporation.
That determination shall be made by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to that action, suit or
proceeding, or if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders. Such a determination once made may not
be revoked and, upon the making of that determination, the director, officer,
employee or agent may enforce the indemnification against the corporation by a
separate action notwithstanding any attempted or actual subsequent action by the
board of directors.
Finally, subsection (6) of Section 719 provides that a corporation shall
have power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, trustee,
partner, fiduciary, employee or agent of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or other enterprise
against any liability asserted against that person and incurred by that person
in any such capacity, or arising out of that person's status as such, whether or
not the corporation would have the power to indemnify that person against such
liability under this section.
Section 14 of Article Third of the Third Restated Bylaws of the Company
provides for such indemnification to the fullest extent that the Maine Business
Corporation Act permits, as more fully described in the five paragraphs
immediately preceding above.
The Company has purchased directors and officers liability insurance
covering liabilities incurred by its officers and directors in connection with
the performance of their duties from National Union Fire Insurance Company of
Pittsburgh, PA., in the amount of $3,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration statement:
Exhibit
Number Description
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4a 1991 Stock Option Plan (filed as Exhibit No. 10.21 to the
Company's Form S-1 Registration Statement, Registration No.
333-10721, and hereby incorporated by reference)
4b Amendment No. 1 to 1991 Stock Option Plan (filed as Exhibit No.
10.22 to the Company's Form S-1 Registration Statement,
Registration No. 333-10721, and hereby incorporated by reference)
4c 1994 Employee Stock Option Plan (filed as Exhibit No. 10.23 to
the Company's Form S-1 Registration Statement, Registration No.
333-10721, and hereby incorporated by reference)
4d Amendment No. 1 to 1994 Employee Stock Option Plan (filed as
Exhibit No. 10.24 to the Company's Form S-1 Registration
Statement, Registration No. 333-10721, and hereby incorporated by
reference)
4e 1997 Equity Incentive Plan (filed as Exhibit No. 10.25 to the
Company's Form S-1 Registration Statement, Registration No.
333-10721, and hereby incorporated by reference)
4f Amended and Restated Articles of Incorporation (filed as Exhibit
No. 3.1 to the Company's Form S-1 Registration Statement,
Registration No. 333-10721, and hereby incorporated by reference)
4g Third Restated Bylaws (filed as Exhibit No. 3.2 to the Company's
Form S-1 Registration Statement, Registration No. 333-10721, and
hereby incorporated by reference)
5 Opinion of Eaton, Peabody, Bradford & Veague, P.A.
23a Consent of Eaton, Peabody, Bradford & Veague, P.A. (contained in
Opinion filed as Exhibit 5)
23b Consent of Coopers & Lybrand L.L.P.
23c Consent of KPMG Peat Marwick LLP
24 Power of Attorney
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
a prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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) do not apply
if 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; and
(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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Brunswick, State of Maine, on October 1, 1997.
BRUNSWICK TECHNOLOGIES, INC.
By /s/ Martin S. Grimnes
---------------------------
Martin S. Grimnes,
Chairman and Chief Executive Officer
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Martin S. Grimnes Chairman, Chief Executive October 1, 1997
- ---------------------- Officer and Director
Martin S. Grimnes (Principal Executive Officer)
/s/ David M. Coit Director October 1, 1997
- ----------------------
David M. Coit
/s/ Max G. Pitcher Director October 1, 1997
- ----------------------
Max G. Pitcher
/s/ David E. Sharpe Director October 1, 1997
- ----------------------
David E. Sharpe
/s/ Peter N. Walmsley Director October 1, 1997
- ----------------------
Peter N. Walmsley
/s/ John P. O'Sullivan Chief Financial Officer October 1, 1997
- ---------------------- and Treasurer (Principal
John P. O'Sullivan Financial and Accounting
Officer)
/s/ William M. Dubay President, Chief Operating October 1, 1997
- ---------------------- Officer and Director
William M. Dubay
/s/ Donald R. Hughes Director October 1, 1997
- ----------------------
Donald R. Hughes
EXHIBIT 5
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EATON, PEABODY, BRADFORD & VEAGUE, P.A.
FLEET CENTER
50 EXCHANGE PLACE
BANGOR, MAINE 04402-1210
October 1, 1997
Board of Directors
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, Maine 04011
Gentlemen:
You have requested our opinion, as counsel to Brunswick Technologies,
Inc. (the "Company"), with respect to certain matters in connection with a
proposed offering of 931,029 shares of the Company's Common Stock, $0.0001 par
value (the "Shares"), by the Company, pursuant to the Company's 1991 Stock
Option Plan, as amended, 1994 Employee Stock Option Plan, as amended, and 1997
Equity Incentive Plan (collectively referred to herein as the "Plans"). The
offering is to be made pursuant to a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on or about October 1, 1997
(the "Registration Statement").
In rendering this opinion, we have reviewed, among other documents, the
documents pertaining to each of the Plans, the Company's Amended and Restated
Articles of Incorporation, the Company's Third Restated Bylaws, and the
proceedings of the Company's stockholders and Board of Directors relating to the
authorization and issuance of the Shares. We have also considered such statutes,
rules and regulations as we have deemed relevant for the purposes hereof.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Maine.
2. The Shares to be sold by the Company, when issued and sold pursuant
to the Plans, will be validly authorized, legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ Eaton, Peabody, Bradford & Veague, P.A.
-------------------------------------------
Eaton, Peabody, Bradford & Veague, P.A.
EXHIBIT 23b
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Brunswick Technologies Inc. on Form S-8 of our report dated February 28, 1997,
on our audits of the consolidated financial statements of Brunswick Technologies
Inc. as of December 31, 1996 and 1995, and for the years then ended which report
is incorporated by reference in the Company's Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Portland, Maine
September 29, 1997
EXHIBIT 23c
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CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Brunswick Technologies, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Brunswick Technologies, Inc. of our report dated January 20, 1995,
relating to the statements of income, stockholders' equity, and cash flows of
Brunswick Technologies, Inc. for year ended December 31, 1994, which the report
appears in the December 31, 1996 annual report on Form 10-K of Brunswick
Technologies, Inc.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
September 30, 1997
EXHIBIT 24
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Martin S. Grimnes, individually, his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his respective substitutes, may do or cause to be done by
virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Martin S. Grimnes Chairman, Chief Executive October 1, 1997
- ---------------------- Officer and Director
Martin S. Grimnes (Principal Executive Officer)
/s/ David M. Coit Director October 1, 1997
- ----------------------
David M. Coit
/s/ Max G. Pitcher Director October 1, 1997
- ----------------------
Max G. Pitcher
/s/ David E. Sharpe Director October 1, 1997
- ----------------------
David E. Sharpe
/s/ Peter N. Walmsley Director October 1, 1997
- ----------------------
Peter N. Walmsley
/s/ John P. O'Sullivan Chief Financial Officer October 1, 1997
- ---------------------- and Treasurer (Principal
John P. O'Sullivan Financial and Accounting
Officer)
/s/ William M. Dubay President, Chief Operating October 1, 1997
- ---------------------- Officer and Director
William M. Dubay
/s/ Donald R. Hughes Director October 1, 1997
- ----------------------
Donald R. Hughes
