As filed with the Securities and Exchange Commission on January 14, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CFM TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2298698
- ------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1336 Enterprise Drive, West Chester, Pennsylvania 19380
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(Address of Principal Executive Offices) (Zip Code)
CFM Technologies, Inc. 1992 Employee Stock Option Plan
CFM Technologies, Inc. 1995 Incentive Plan
CFM Technologies, Inc. Non-Employee Directors' Stock Option Plan
CFM Technologies, Inc. Employee Stock Purchase Plan
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(Full title of the plans)
Lorin J. Randall, Vice President
CFM Technologies, Inc.
1336 Enterprise Drive
West Chester, PA 19380
(610) 696-8300
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(Name, address, and telephone number,
including area code, of agent for service)
copy to:
Justin P. Klein, Esq.
Ballard Spahr Andrews & Ingersoll
1735 Market St., 51st Floor
Philadelphia, PA 19103
Calculation of Registration Fee
<TABLE>
- --------------------------------------------------------------------------
Proposed Proposed Amount of
Title of Amount to be maximum maximum registration
securities registered offering price aggregate fee
to be (1) per share (2) offering price
registered (2)
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,858,331 $19.76 $36,720,621 $11,128
no par shares
value
- ---------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement shall be deemed to cover an indeterminate
number of additional shares of Common Stock issuable in the event the
number of outstanding shares of Common Stock of CFM Technologies, Inc.
is increased by split-up, reclassification, stock dividend or the like.
(2) Calculated in accordance with Rule 457(c) with respect to 985,063 shares
based upon the average of the high and low prices reports for the Common
Stock on The Nasdaq Stock Market as of January 9, 1997. With respect
to the remaining 873,268 shares, calculated in accordance with Rule
457(h) based upon the weighted average exercise price of $13.16 per
share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be
included in Part I of this Registration Statement will be
provided to all persons who are selected to participate in the
CFM Technologies, Inc. 1992 Employee Stock Option Plan, the CFM
Technologies, Inc. 1995 Incentive Plan, the CFM Technologies,
Inc. Non-Employee Directors' Stock Option Plan and the CFM
Technologies, Inc. Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
CFM Technologies, Inc. (the "Company") (File No. 33-80359)
hereby incorporates by reference into this Registration Statement
the following documents:
(a) The Company's Prospectus filed pursuant to Rule
424(b) of the Securities Act on June 18, 1996.
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended July 31, 1996.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A, filed with the Commission by the Company on
June 10, 1996, as amended by Amendment No. 1 on Form 8-
A/A to the Company's Registration Statement on Form 8-
A, filed with the Commission by the Company on June 14,
1996.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such document.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, and
Amended and Restated By-Laws include provisions (i) to reduce the
personal liability of the Company's directors for monetary
damages resulting from breaches of their fiduciary duty and (ii)
to permit the Company to indemnify its directors and officers to
the fullest extent permitted by Pennsylvania law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4 Specimen copy of Common Stock Certificate (incorporated
by reference to Exhibit #4 to the Company's Registration
Statement on Form S-1 (Registration No. 33-80359), declared
effective on June 18, 1996).
5 Opinion of Ballard Spahr Andrews & Ingersoll.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5).
24 Power of Attorney (included on signature page).
99.1 CFM Technologies, Inc. 1992 Employee Stock Option Plan
(incorporated by reference to Exhibit #10.5 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-80359), declared effective on June 18, 1996).
99.2 CFM Technologies, Inc. 1995 Incentive Plan
(incorporated by reference to Exhibit #10.6 to the
Company's Registration Statement on Form S-1
(Registration No. 33-80359), declared effective on June
18, 1996).
99.3 CFM Technologies, Inc. Non-Employee Directors'
Stock Option Plan (incorporated by reference to
Exhibit #10.7 to the Company's Registration Statement
on Form S-1 (Registration No. 33-80359), declared
effective on June 18, 1996).
99.4 CFM Technologies, Inc. Employee Stock Purchase
Plan (incorporated by reference to Exhibit #10.8 to the
Company's Registration Statement on Form S-1
(Registration No. 33-80359), declared effective on June
18, 1996).
Item 9. UNDERTAKINGS
The Company 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, as amended;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of
this 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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in the 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 a 20% 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 this Registration Statement
or any material change in such information in this
Registration Statement;
Provided, however, that paragraphs
(1)(i) and (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
Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as amended, 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 any registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as
amended, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended, that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Company
pursuant to the foregoing 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 of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.
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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of West Chester,
Commonwealth of Pennsylvania, on the date below:
Dated: January 14, 1997
CFM Technologies, Inc.
By: /s/ Roger A. Carolin
Roger A. Carolin, President,
Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christopher F.
McConnell, Roger A. Carolin and Lorin J. Randall and each or any
one of them, his or their true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments)
to the Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Roger A. Carolin President, Chief January 14, 1997
Roger A. Carolin Executive Officer
and Director (Principal
Executive Officer)
Signature Title Date
- ---------- ----------------- ----------------
/s/ Lorin J. Randall Vice President- January 14, 1997
Lorin J. Randall Finance, Chief
Financial Officer,
Secretary and
Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Christopher F. McConnell Chairman of the Board January 14, 1997
Christopher F. McConnell of Directors
Director January 14, 1997
James J. Kim
/s/ Brad Mattson Director January 14, 1997
Brad Mattson
/s/ Burton E. MCGillivray Director January 14, 1997
Burton E. McGillivray
/s/ Milton S. Stearns, Jr. Director January 14, 1997
Milton S. Stearns, Jr.
</TABLE>
EXHIBIT INDEX
<TABLE>
EXHIBIT DESCRIPTION
NO.
<S> <C>
4 Specimen copy of Common Stock Certificate
(incorporated by reference to Exhibit #4 to the
Company's Registration Statement on Form S-1
(Registration No. 33-80359), declared effective on
June 18, 1996).
5 Opinion of Ballard Spahr Andrews & Ingersoll.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5).
24 Power of Attorney (included on signature page).
99.1 CFM Technologies, Inc. 1992 Employee Stock Option
Plan (incorporated by reference to Exhibit #10.5 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-80359), declared effective on June 18, 1996).
99.2 CFM Technologies, Inc. 1995 Incentive Plan (incorporated by
reference to Exhibit #10.6 to the Company's
Registration Statement on Form S-1 (Registration No. 33-
80359), declared effective on June 18, 1996).
99.3 CFM Technologies, Inc. Non-Employee Directors' Stock
Option Plan (incorporated by reference to Exhibit #10.7 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-80359), declared effective on June 18, 1996).
99.4 CFM Technologies, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit #10.8 to the Company's
Registration Statement on Form S-1 (Registration No. 33-
80359), declared effective on June 18, 1996).
</TABLE>
January 14, 1997
CFM Technologies, Inc.
1336 Enterprise Drive
West Chester, Pennsylvania 19380
RE: CFM Technologies, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to CFM Technologies, Inc.
(the "Company") in connection with the registration under the
Securities Act of 1933, as amended, of 1,858,331 shares of common
stock of the Company, no par value per share (the "Shares"),
issuable upon the exercise of options (the "Options") granted under
the CFM Technologies, Inc. 1992 Employee Stock Option Plan, Options
granted and to be granted under the CFM Technologies, Inc. Non-
Employee Directors' Stock Option Plan and the CFM Technologies, Inc.
Employee Stock Purchase Plan, and Options and restricted stock
awards (the "Awards") granted and to be granted under the CFM
Technologies, Inc. 1995 Incentive Plan (such plans, collectively,
the "Plans").
The opinion expressed below is based on the assumption
that the Registration Statement on Form S-8 with respect to the
Shares issuable upon the exercise of the Options and the
satisfaction of the conditions of the Awards will have been filed by
the Company with the Securities and Exchange Commission and will
have become effective before any of the Shares are issued and that
the persons acquiring the Shares will receive a prospectus
containing all of the information required by Part I of Form S-8
before acquiring such Shares.
In rendering our opinion, we have reviewed such
certificates, documents, corporate records and other instruments as
in our judgment are necessary or appropriate to enable us to render
the opinion expressed below. In giving this opinion, we are
assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments
presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the
1,858,331 Shares, when issued upon the exercise of Options or the
satisfaction of conditions of Awards granted or to be granted under
the Plans and upon payment of the option or purchase price, as the
case may be, all in accordance with the terms of each of the Plans,
as appropriate, will be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as Exhibit 5 to
the Registration Statement on Form S-8 being filed with respect to
the offering of the Shares.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration
statement of our report dated June 17, 1996 included in CFM
Technologies, Inc.'s Prospectus dated June 18, 1996 and to all
references to our firm included in this registration statement.
Philadelphia, Pa.,
January 14, 1997 ARTHUR ANDERSEN LLP
