Registration No. 33-77554
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MATEC Corporation
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(Exact name of registrant as specified in its charter)
Maryland 06-0737363
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 South Street, Hopkinton, Massachusetts 01748 (508) 435-9039
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(Address of Principal Executive Office and Telephone Number)
MATEC Corporation 1992 Stock Option Plan
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(Full title of the Plan)
Michael J. Kroll
MATEC Corporation
75 South Street, Hopkinton, Massachusetts 01748 (508) 435-9039
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(Name and Address, including telephone number, of agent for service)
It is requested that copies of notices and communications
from the Securities and Exchange Commission be sent to:
Joan Dacey-Seib, Esq.
Jacobs Persinger & Parker
77 Water Street
New York, New York 10005
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of the Registrant filed with the
Securities and Exchange Commission are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for 1997 (as
amended by Form 10-K/A-1, filed April 29, 1998), including the
consolidated financial statements and schedules of the Registrant for
the year ended December 31, 1997, reported upon by Deloitte & Touche,
filed pursuant to Section 13 of the Securities Exchange Act of 1934.
(b) The Registrant's Proxy Statement dated May 11, 1998 used in
connection with the Annual Meeting of Stockholders held on June 18,
1998.
(c) The Registrant's Quarterly Report on Form 10-Q for the three
months ended April 5, 1998, July 5, 1998 and October 4, 1998.
(d) The Registrant's Current Reports on Form 8-K dated April 30,
1998, July 14, 1998 and August 17, 1998.
(e) The description of Common Stock of the Registrant contained
under the caption "Description of Common Stock" in the Registrant's
Registration Statement on Form 8-B dated July 1, 1987.
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all Common Stock offered
hereby has been sold or which deregisters all such Common Stock then
remaining unsold, shall be deemed to be incorporated herein by
reference and to be part hereof 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.
Pursuant to Maryland law and the Articles of Incorporation
of Registrant, the liability of directors and officers of
Registrant to Registrant or to any shareholder of Registrant for
money damages has been eliminated except for (i) actual receipt
of an improper personal benefit in money, property or service and
(ii) active and deliberate dishonesty established by a final
judgment as being material to the cause of action.
The Articles of Incorporation of Registrant contain a
provision which requires the Registrant to indemnify its
directors and officers to the fullest extent permitted from time
to time by the laws of Maryland. Maryland law permits a
corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party
by reason of their service in those or other capacities unless it
is established that (a) the act or omission of the director or
officer was material to the matter giving rise to the proceeding
and was committed in bad faith or was the result of active and
deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or
services, or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act
or omission was unlawful. In addition, Maryland law requires the
Company, as conditions to advancing expenses, to obtain (i) a
written affirmation by the director or officer of his or her good
faith belief that he or she has met the standard of conduct
necessary for indemnification by the Company as authorized by the
bylaws, and (ii) a written statement by or on his or her behalf
to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not
met. Under Maryland law, rights to indemnification and expenses
are non-exclusive, in that they need not be limited to those
expressly provided by statute.
The Registrant has an insurance policy expiring May 1, 1999 with
CNA Insurance Companies insuring directors and officers against
certain liabilities they may incur. The policy contains standard
reimbursement provisions in an aggregate limit of $2 million with a
deductible of $100,000 for expenses reimbursable to the directors
and/or officers by the Registrant. The policy contains various
reporting requirements and exclusions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed as exhibits to this Registration
Statement:
Exhibit No. Description
5 Opinion of Jacobs Persinger & Parker
23(a) Consent of Jacobs Persinger & Parker
23(b) Consent of Deloitte & Touche
24 Power of Attorney
Item 9. Undertakings.
(a) Rule 415 Offering
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 to include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such information
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) Filings incorporated subsequent Exchange Act documents by
reference.
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) Request for acceleration of effective date or filing
registration statement on Form S-8.
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
provisions described in Item 6, 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.
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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 Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
Hopkinton, Massachusetts on this 11th day of January, 1999.
MATEC Corporation
By: /s/ Michael J. Kroll
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Michael J. Kroll
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
/s/ Ted Valpey, Jr.
- ------------------------ Chairman of the Board January 11, 1999
Ted Valpey, Jr. of Directors, Chief
Executive Officer
(Principal Executive
Officer)
/s/ Michael J. Kroll
- ------------------------ Vice President and January 11, 1999
Michael J. Kroll Treasurer (Principal
Financial and Accounting
Officer)
/s/ Eli Fleischer*
- ------------------------ Director January 11, 1999
Eli Fleisher
/s/ Lawrence Holsberg*
- ------------------------ Director January 11, 1999
Lawrence Holsberg
/s/ John J. McArdle III*
- ------------------------ Director January 11, 1999
John J. McArdle III
/s/ Robert W. Muir*
- ------------------------ Director January 11, 1999
Robert W. Muir, Jr.
/s/ Joseph W. Tiberio*
- ------------------------ Director January 11, 1999
Joseph W. Tiberio
* By: /s/ Michael J. Kroll
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Michael J. Kroll
Attorney-in-Fact
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Exhibit Index
Exhibit No. Description
5 Opinion of Jacobs Persinger & Parker
(previously filed)
23(a) Consent of Jacobs Persinger & Parker
(see Exhibit 5)
23(b) Consent of Deloitte & Touche
24 Power of Attorney (previously filed)
Exhibit 23(b)
Independent Auditors' Consent
The Board of Directors of
MATEC Corporation
We consent to the incorporation by reference in this Amendment No. 1
to the Registration Statement of MATEC Corporation on Form S-8 of our
reports dated February 23, 1998, appearing in the Annual Report on
Form 10-K of MATEC Corporation for the year ended December 31, 1997,
as amended by Form 10-K/A-1, filed April 29, 1998.
/s/ Deloitte & Touche
Boston, Massachusetts
January 6, 1999
