Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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(Address of Principal Executive Offices) (ZIP Code)
MATEC Corporation 1999 Stock Option Plan
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(Full title of the plan)
Michael J. Kroll
MATEC Corporation
75 South Street, Hopkinton, Massachusetts 01748
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(Name and address of agent for service)
(508) 435-9039, Ext. 600
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(Telephone number, including area code, 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
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount
securities offering aggregate of
to be Amount to be price per offering registration
registered registered(1) share(2) price fee
Common Stock, 100,000 $5.875 $587,500 $155.10
$.05 par
value
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(1) This Registration Statement also covers such additional
shares of Common Stock as may be issuable upon exercise of
options granted or to be granted under the MATEC Corporation
1999 Stock Option Plan as a result of the anti-dilution
provisions thereof.
(2) Based upon the average of the high and low prices for the
shares of Common Stock on the American Stock Exchange
Consolidated Reporting System on January 7, 2000. See Rule
457(h). Estimated solely for the purpose of calculating the
registration fee.
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<PAGE>
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 the
year ended December 31, 1998.
(b) The Registrant's Proxy Statement dated April 5, 1999
used in connection with the Special In Lieu of Annual Meeting of
Stockholders held on May 13, 1999.
(c) The Registrant's Quarterly Reports on Form 10-Q for
the three months ended April 4, 1999, July 4, 1999 and October
3, 1999.
(d) 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 Sections 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.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Pursuant to Maryland law and the Articles of Incorporation
of the Registrant, the liability of directors and officers of
the Registrant to the Registrant or to any shareholder of the
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 the 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 Registrant, 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
Registrant 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 Registrant 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, 2000
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.
<PAGE>
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 Whiteford, Taylor & Preston
L.L.P. as to the legality of the
shares being registered
23(a) Consent of Whiteford, Taylor & Preston
L.L.P.
23(b) Consent of Deloitte & Touche LLP
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 this 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.
<PAGE>
(b) Filings incorporating 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 of
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, 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.
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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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Hopkinton, Massachusetts on this 14th day of December, 1999.
MATEC CORPORATION
By: /s/ Ted Valpey, Jr.
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Ted Valpey, Jr.
Chairman of the Board of
Directors & Chief
Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ted Valpey, Jr.
and Michael J. Kroll and each of them acting singly, his 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 any post-effective amendments, to this
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 said
attorneys-in-fact and agents 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 their
substitutes, may lawfully do or cause to be done by virtue
hereof.
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/ Ted Valpey, Jr. Chairman of the Board December 14, 1999
- -------------------- of Directors, Chief
Ted Valpey, Jr. Executive Officer
(Principal Executive
Officer)
/s/ Michael J. Kroll Vice President and December 14, 1999
- -------------------- Treasurer (Principal
Michael J. Kroll Financial and
Accounting Officer
/s/ Michael Deery Director December 14, 1999
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Michael Deery
/s/ Eli Fleisher Director December 14, 1999
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Eli Fleisher
/s/ Lawrence Holsborg Director December 14, 1999
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Lawrence Holsborg
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/s/ Michael P. Martinich Director December 14, 1999
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Michael P. Martinich
/s/ John J. McArdle Director December 14, 1999
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John J. McArdle
/s/ Robert W. Muir, Jr. Director December 14, 1999
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Robert W. Muir, Jr.
/s/ Joseph W. Tiberio Director December 14, 1999
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Joseph W. Tiberio
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Whiteford, Taylor & Preston L.L.P.
as to the legality of the shares being registered
23(a) Consent of Whiteford, Taylor & Preston L.L.P.
(see Exhibit 5)
23(b) Consent of Deloitte & Touche LLP
24 Power of Attorney (see signature page)
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EXHIBIT 5
[Letterhead of Whiteford, Taylor & Preston L.L.P.]
January 11, 2000
Board of Directors
MATEC Corporation
75 South Street
Hopkinton, MA 01748
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to MATEC Corporation, a
Maryland corporation (the "Corporation"), in connection with the
filing of the Registration Statement on Form S-8 by the
Corporation under the Securities Act of 1933, as amended (the
"Registration Statement"), which Registration Statement
registers the distribution of up to 100,000 shares of common
stock of the Corporation, par value $0.05 per share ("Common
Stock"), reserved for issuance to eligible employees of the
Corporation pursuant to the Corporation's 1999 Stock Option Plan
(the "Plan"). In that capacity, we have reviewed the Articles
of Incorporation and Bylaws of the Corporation, both as amended
to date, the Registration Statement, the Plan, the originals or
copies of corporate records reflecting the corporate action
taken by the Corporation in connection with the approval of the
Plan and amendments thereto and the issuance of the Common Stock
under the Plan and such other instruments as we have deemed
necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that
the Common Stock to be offered under the Plan has been duly
authorized by all requisite action on the part of the
Corporation and, when issued in accordance with the terms and
conditions of the Plans, will be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
/s/ Whiteford, Taylor & Preston L.L.P.
Whiteford, Taylor & Preston L.L.P.
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EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of MATEC Corporation on Form S-8 of our
reports dated February 26, 1999, appearing in the Annual Report
on Form 10-K of MATEC Corporation for the year ended December
31, 1998.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 10, 2000
