<PAGE> 1
As filed with the Securities and Exchange Commission on April 5, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
------------
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------
BTU INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3567 04-2781248
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
23 ESQUIRE ROAD
NORTH BILLERICA, MASSACHUSETTS 01862
(508) 667-4111
(Address, of principal executive offices, including zip code)
1989 STOCK OPTION PLAN FOR DIRECTORS
(Full title of the plans)
------------
PAUL J. VAN DER WANSEM
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BTU INTERNATIONAL, INC.
NORTH BILLERICA, MASSACHUSETTS 01862
(508) 667-4111
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate offering registration
securities to be registered registered per share(1) price(1) fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock -- $.01 Par Value . . . 20,000 shs. $5.875 $67,312.50 $100.00
=========================================================================================================================
</TABLE>
(1) The offering price for shares subject to options on the date hereof is the
actual exercise price of such options. Of the 20,000 shares of Common Stock to
be registered hereunder, 2,000 shares are subject to options at an exercise
price of $5.875 on the date hereof, 1,000 shares are subject to options at an
exercise price of $3.00 on the date hereof, 4,500 shares are subject to options
at an exercise price of $2.00 on the date hereof, 2,000 shares are subject to
options at an exercise price of $1.50 on the date hereof, and 1,000 shares are
subject to options at an exercise price of $1.375 on the date hereof. The
offering price for the remaining 9,500 shares has been estimated solely for the
purpose of determining the registration fee pursuant to Rule 457(h) on the
basis of the average of the high and low prices of BTU International, Inc.
Common Stock, par value $0.01, reported on the Nasdaq Stock Market on March ,
1995.
EXHIBIT INDEX ON PAGE 7;
PAGE 1 OF 15 PAGES.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the BTU International, Inc. 1989 Stock Option
Plan For Directors information required by Item 1 of this Form S-8 and the
statement of availability of registrant information, and other information
required by Item 2 of this Form will be sent or given to employees as specified
by Rule 428. In accordance with Rule 428 and the requirements of Part I of
Form S- 8, such documents are not being filed with the Securities and Exchange
Commission ("Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copy of all of the documents included in such file.
-2-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the quarters
ended April 3, 1994, July 3, 1994 and October 2, 1994.
All other reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be incorporated
by reference into this Prospectus and shall be deemed to be a part of this
Prospectus from the date of filing of such reports and documents. Any
statement contained herein or in a document incorporated by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company shall provide, upon request, without charge to each person
to whom a copy of this Prospectus has been delivered, a copy of any or all of
the documents which have been or may be incorporated in this Prospectus by
reference, other than certain exhibits to such documents. Requests for such
copies should be directed to: BTU International, Inc., 23 Esquire Road, North
Billerica, Massachusetts 01862 (telephone: (508) 667-4111).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law expressly permits a
corporation to indemnify any person who 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 (other
than an action by or in the right of the corporation) by reason of the fact
that he 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,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe is conduct was unlawful.
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,
-3-
<PAGE> 4
the Registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
NOT APPLICABLE.
Item 8. Exhibits.
Exhibit
4.1 1989 Stock Option Plan for Directors
5.1 Opinion of Ropes & Gray.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
to this registration statement).
24 Powers of Attorney (included on page 5 of this registration statement
under the caption "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, 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) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 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 herein, 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.
-4-
<PAGE> 5
(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) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) 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.
-5-
<PAGE> 6
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in North Billerica, Massachusetts, on
this 5th day of April 1995.
BTU INTERNATIONAL
/s/ PAUL J. VAN DER WANSEM
By______________________________
Paul J. Van der Wansem
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 Paul J. Van der Wansem and Thomas P.
Kealy, 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/ PAUL J. VAN DER WANSEM Chairman of the Board, Chief April 5, 1995
------------------------------- Executive Officer, President and
Paul J. Van der Wansem Director (principal executive
officer)
/s/ THOMAS P. KEALY Vice President, Corporate April 5, 1995
------------------------------- Controller and Chief Accounting
Thomas P. Kealy Officer
/s/ ALEXANDER V. D'ABERLOFF Director April 5, 1995
-------------------------------
Alexander V. D'Aberloff
/s/ DAVID A.B. BROWN Director April 5, 1995
-------------------------------
David A.B. Brown
/s/ J. CHUAN CHU Director April 5, 1995
-------------------------------
J. Chuan Chu
</TABLE>
-6-
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit
------ ----------------
<S> <C>
4.1 1989 Stock Option Plan for Directors.
5.1 Opinion of Ropes & Gray.
23.1 Consent of Arthur Anderson LLP.
23.2 Consent of Ropes & Gray (contained in the
opinion filed as Exhibit 5.1 to this
registration statement).
24 Powers of Attorney (included on page - of
this registration statement under the caption
"Power of Attorney").
</TABLE>
-7-
<PAGE> 1
Exhibit 4.1
BTU INTERNATIONAL, INC.
1989 STOCK OPTION PLAN FOR DIRECTORS
1. PURPOSE
The purpose of this 1989 Stock Option Plan for Directors (the "Plan") is
to advance the interests of BTU International, Inc. (the "Company") by
enhancing the ability of the Company to attract and retain non-employee
directors who are in a position to make significant contributions to the
success of the Company and to reward directors for such contributions through
ownership of shares of the Company's common stock (the "Stock").
2. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") of the
Board of Directors (the "Board") of the Company consisting of those Directors
who are not eligible to receive options under the Plan. The Committee shall
have authority, not inconsistent with the express provisions of the Plan,
(a) to grant options in accordance with the Plan to such directors as are
eligible to receive options; (b) to prescribe the form or forms of instruments
evidencing options and any other instruments required under the Plan and to
change such forms from time to time; (c) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (d) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan. Such determinations of the Committee shall
be conclusive and shall bind all parties. Subject to Section 8, the Committee
shall also have the authority, both generally and in particular instances, to
waive compliance by a director with any obligation to be performed by him or
her under an option and to waive any condition or provision of an option.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date on which the Plan is approved
by the Board of Directors of the Company, but the Plan and any options granted
pursuant to the Plan shall be subject to the later approval thereof by the
shareholders of the Company. No option shall be granted under the Plan after
the completion of ten years from the date on which the Plan was adopted by the
Board, but options previously granted may extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
(a) Number of Shares. Subject to adjustment as provided in
Section 4(c), the aggregate number of shares of Stock that may be delivered
upon the exercise of options
<PAGE> 2
granted under the Plan shall be 20,000. If any option granted under the Plan
terminates without having been exercised in full, the number of shares of
Stock as to which such option was not exercised shall be available for future
grants within the limits set forth in this Section 4(a).
(b) Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Stock shall be delivered under the Plan.
(c) Changes in Stock. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's
capital stock, the number and kind of shares of stock or securities of the
Company subject to options then outstanding or subsequently granted under the
Plan, the maximum number of shares or securities that may be delivered under
the Plan, the exercise price, and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination shall be binding
on all persons.
5. ELIGIBILITY FOR OPTIONS
Directors eligible to receive options under the Plan ("Eligible
Directors") shall be any director who (i) is not an employee of the Company,
and (ii) is not a holder of more than 5% of the outstanding shares of the
Stock or a person who is in control of such holder.
6. TERMS AND CONDITIONS OF OPTIONS
(a) Number of Options. Eligible Directors who are directors on the date
of adoption of the Plan shall be awarded options covering 2,000 shares of
Stock on that date. Each newly elected Eligible Director shall be awarded
options covering 2,000 shares of Stock on the date of his or her first
election.
Following the initial grants, each Eligible Director shall be awarded
options covering 500 shares of Stock for each year of service on April 30
following his or her initial grant and each anniversary thereof, provided such
individual is then an Eligible Director. Each grant made prior to shareholder
approval of this Plan shall be subject to shareholder approval, and no such
option shall be exercisable prior to that time.
(b) Exercise Price. The exercise price of each option shall be 100% of
the fair market value per share of the Stock at the time the option is
granted, but not less, in the case of an original issue of authorized stock,
than par value per share. For this purpose, "fair market value" shall have
the same meaning as it does in the provisions of the Internal Revenue Code
(the "Code") and the regulations thereunder applicable to incentive options.
-2-
<PAGE> 3
(c) Duration of Options. The latest date on which an option may be
exercised (the "Final Exercise Date") shall be the date which is seven years
from the date the option was granted.
(d) Exercise of Options.
(1) Each option shall become exercisable in accordance with the
following formula:
(A) One year after the date of the grant, the option shall become
exercisable to the extent of twenty-five percent (25%) of the
shares covered thereby, and
(B) On each of the second, third and fourth anniversaries of the
date of the grant the option shall become exercisable as to an
additional twenty-five percent (25%) of the shares covered
thereby.
(2) Any exercise of an option shall be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by
(a) the option certificate and any other documents required by the
Committee and (b) payment in full for the number of shares for which
the option is exercised.
(3) If an option is exercised by the executor or administrator of a
deceased director, or by the person or persons to whom the option
has been transferred by the director's will or the applicable laws
of descent and distribution, the Company shall be under no
obligation to deliver Stock pursuant to such exercise until the
Company is satisfied as to the authority of the person or persons
exercising the option.
(e) Payment for and Delivery of Stock. Stock purchased under the Plan
shall be paid for as follows: (i) in cash or by certified check, bank draft
or money order payable to the order of the Company, (ii) through the delivery
of shares of Stock having a fair market value on the last business day
preceding the date of exercise equal to the purchase price or (iii) by a
combination of cash and Stock as provided in clauses (i) and (ii) above.
An option holder shall not have the rights of a shareholder with regard
to awards under the Plan except as to Stock actually received by him under the
Plan.
The Company shall not be obligated to deliver any shares of Stock
(a) until, in the opinion of the Company's counsel, all applicable federal and
state laws and regulations have been complied with, and (b) if the outstanding
Stock is at the time listed on any stock exchange, until the shares to be
delivered have been listed or authorized to be listed on such exchange upon
official notice of issuance, and (c) until all other legal matters in
connection with the issuance and delivery of such shares have been approved by
the Company's counsel.
-3-
<PAGE> 4
If the sale of Stock has not been registered under the Securities Act of 1933,
as amended, the Company may require, as a condition to exercise of the option,
such representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.
(f) Nontransferability of Options. No option may be transferred other
than by will or by the laws of descent and distribution, and during a
director's lifetime an option may be exercised only by him or her.
(g) Death. Upon the death of any Eligible Director granted options
under this Plan, all options not then exercisable shall terminate. All
options held by the director that are exercisable immediately prior to death
may be exercised by his or her executor or administrator, or by the person or
persons to whom the option is transferred by will or the applicable laws of
descent and distribution, at any time within the three-year period ending with
the third anniversary of the director's death (subject, however, to the
limitations of Section 6(c) regarding the maximum exercise period for such
option). After completion of that three year period, such options shall
terminate to the extent not previously exercised.
(h) Other Termination of Status of Director. If a director's service
with the Company terminates for any reason other than death, all options held
by the director that are not then exercisable shall terminate. Options that
are exercisable on the date of termination shall continue to be exercisable
for a period of three months (subject to Section 6(c)), but shall terminate
immediately if the director was removed for cause or resigned under
circumstances which in the opinion of the Committee casts such discredit on
him as to justify termination of his options. After completion of that three-
month period, such options shall terminate to the extent not previously
exercised, expired or terminated.
(i) Mergers, etc. Subject to Section 7, in the event of any merger or
consolidation involving the Company, any sale of substantially all of the
Company's assets or a dissolution or liquidation of the Company all options
hereunder will terminate, but at least 20 days prior to the effective date of
any such merger, sale, dissolution, or liquidation, the Committee shall make
all options outstanding hereunder immediately exercisable, provided that,
unless the event will give rise to a Change of Control (as hereinafter
defined) or it is anticipated that a Change of Control will coincide with or
follow the event, the Committee may instead arrange that the successor or
surviving corporation, if any, grant replacement options.
7. CHANGE OF CONTROL
Notwithstanding any other provision of this Plan, in the event of a
Change of Control of the Company as defined in Exhibit A hereto each option
held by each Eligible Director will immediately become fully exercisable.
-4-
<PAGE> 5
8. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
Neither adoption of the Plan nor the grant of options to a director shall
affect the Company's right to grant to such director options that are not
subject to the Plan, to issue to such directors Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
directors.
The Committee may at any time discontinue granting options under the
Plan. The Committee may at any time or times amend the Plan for the purpose
of satisfying any changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law, or may at any time
terminate the Plan as to any further grants of options, provided that (except
to the extent expressly required or permitted herein above) no such amendment
shall, without the approval of the shareholders of the Company, (a) increase
the maximum number of shares available under the Plan, (b) increase the number
of options granted to Eligible Directors, (c) amend the definition of Eligible
Director so as to enlarge the group of directors eligible to receive options
under the Plan, (d) reduce the price at which options may be granted, (e)
change or extend the times at which options may be granted, or (f) amend the
provisions of this Section 8, and no such amendment shall adversely affect the
rights of any director (without his or her consent) under any option
previously granted.
-5-
<PAGE> 6
EXHIBIT A
A Change of Control will occur for purposes of this Plan if (i) any
individual, corporation, partnership, company or other entity (a "Person")
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of securities of the Company representing more than 30%
of the combined voting power of the Company's then-outstanding securities
(other than as a result of acquisitions of such securities from the Company),
(ii) there is a change of control of the Company of a kind which would be
required to be reported under Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 (the "Act) (or a similar
item in a similar schedule or form), whether or not the Company is then
subject to such reporting requirement, (iii) the Company is a party to, or the
stockholders approve, a merger, consolidation, or other reorganization (other
than (a) a merger, consolidation or other reorganization which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent, either by remaining outstanding or by being converted
into vesting securities of the surviving entity, more than 50% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger, consolidation, or other
reorganization, or (b) a merger, consolidation, or other reorganization
effected to implement a recapitalization of the Company, or similar
transaction, in which no Person acquires more than 20% of the combined voting
power of the Company's then outstanding securities), a sale of all or
substantially all assets, or a plan of liquidation, or (iv) individuals who,
at the date hereof, constitute the Board cease for any reason to constitute a
majority thereof, provided, however, that any director who is not in office at
the date hereof but whose election by the Board or whose nomination for
election by the Company's shareholders was approved by a vote of at least a
majority of the directors then still in office who either were directors at
the date hereof or whose election or nomination for election was previously so
approved (other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act)
shall be deemed to have been in office at the date hereof for purposes of this
definition.
Notwithstanding the foregoing provisions of this Exhibit A, a "Change of
Control" will not be deemed to have occurred solely because of the acquisition
of securities of the Company (or any reporting requirements under the Act
relating thereto) by an employment benefit plan maintained by the Company for
its employees.
-6-
<PAGE> 1
EXHIBIT 5.1
March 27, 1995
BTU International, Inc.
23 Esquire Road
North Billerica, MA 01862
Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 20,000 shares of Common Stock, $.01 par value
(the "Shares"), of BTU International, Inc. (the "Company").
We have acted as counsel for the Company and are familiar with the
action taken by the Company in connection with the 1989 Stock Option Plan for
Directors (the "Plan"). For purposes of this opinion we have examined the Plan
and such other documents as we deemed appropriate.
Based upon 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 or, will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 of BTU International,
Inc. of our reports dated February 13, 1995 on our audits of the consolidated
financial statements and financial statement schedules of BTU International,
Inc. as of December 31, 1994 and 1993 and for each of the three years ending
December 31, 1994, which reports are included or incorporated by reference in
the Annual Report on Form 10-K of BTU International, Inc. for the year ended
December 31, 1994.
Arthur Andersen LLP
Boston, Massachusetts
March 27, 1995
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