<PAGE>
As filed with the Securities and Exchange Commission on June 19, 1998.
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MATRITECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-2985132
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
330 NEVADA STREET
NEWTON, MASSACHUSETTS 02416
(Address of Principal Executive Offices) (Zip Code)
------------------------------------
1992 STOCK PLAN
(Full Title of the Plan)
------------------------------------
STEPHEN D. CHUBB
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
330 NEVADA STREET
NEWTON, MASSACHUSETTS 02416
(617) 928-0820
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------------------
Copy to:
RUFUS C. KING, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MA 02110
(617) 248-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 24,624/1/ $ 4.375/1/ $ 107,730.00/1/ $ 31.78
6,388/2/ $ 4.19/2/ $ 26,765.72/2/ $ 7.90
468,988/3/ $2.15625/3/ $1,011,255.38/3/ $298.32
--------- --------------- -------
TOTAL: 500,000 $ 1,145,751.10 $338.00
========= =============== =======
==================================================================================================================================
</TABLE>
/1/ All such shares are issuable upon exercise of outstanding options to
purchase an aggregate of 24,624 shares at an exercise price of $4.375 per share.
Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, as
amended, the aggregate offering price and fee have been computed upon the basis
of the price at which the options may be exercised.
/2/ All such shares are issuable upon exercise of outstanding options to
purchase an aggregate of 6,388 shares at an exercise price of $4.19 per share.
Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, as
amended, the aggregate offering price and fee have been computed upon the basis
of the price at which the options may be exercised.
/3/ Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933,
as amended, the price of $2.15625 per share, which is the average of the high
and low prices of the Common Stock as reported on the Nasdaq National Market on
June 15, 1998, is set forth solely for purposes of calculating the filing fee.
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 33-50244 on Form
S-8 as filed with the Securities and Exchange Commission (the "SEC") on July 30,
1992, Registration Statement No. 33-93198 on Form S-8 as filed with the SEC on
June 6, 1995 and Registration Statement No. 333-11913 on Form S-8 as filed with
the SEC on September 13, 1996, relating to the Matritech, Inc. 1992 Stock Plan
are effective. Pursuant to General Instruction E, the contents of the above-
listed Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<C> <S>
4.1 1992 Stock Plan of the Registrant, as amended June 13, 1997 (filed as
Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and incorporated herein by
reference)
4.2 Form of Incentive Stock Option Agreement under the 1992 Stock Plan of
the Registrant
4.3 Form of Non-Qualified Stock Option Agreement under the 1992 Stock Plan
of the Registrant
4.4 Certificate of Amendment dated June 16, 1994, of Amended and Restated
Certificate of Incorporation of the Registrant (filed as Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1995 and incorporated herein by reference)
4.5 Certificate of Amendment dated June 5, 1995, of Amended and Restated
Certificate of Incorporation of the Registrant (filed as Exhibit 3.3
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1995 and incorporated herein by reference)
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained in Page 2 of this Registration Statement)
</TABLE>
<PAGE>
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 City of Newton, Commonwealth of Massachusetts, on June 19,
1998.
MATRITECH, INC.
/s/ Stephen D. Chubb
Stephen D. Chubb
Director, Chairman and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Matritech, Inc., hereby
severally constitute and appoint Stephen D. Chubb and David L. Corbet, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
all pre-effective and post-effective amendments to this registration statement,
and generally to do all things in our names and on our behalf in such capacities
to enable Matritech, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission.
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>
<CAPTION>
Signature Title Date
- ----------- ----- ----
<S> <C> <C>
/s/ Stephen D. Chubb Director, Chairman and Chief Executive Officer June 8, 1998
Stephen D. Chubb (Principal Executive, Financial and Accounting
Officer)
/s/ David L. Corbet Director, President and Chief Operating Officer June 9, 1998
David L. Corbet
/s/ J. Robert Buchanan Director June 19, 1998
J. Robert Buchanan
/s/ David Rubinfien Director June 19, 1998
David Rubinfien
/s/ T. Stephen Thompson Director June 19, 1998
T. Stephen Thompson
/s/ Thomas R. Morse Director June 19, 1998
Thomas R. Morse
/s/ C. William Zadel Director June 19, 1998
C. William Zadel
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<C> <S>
4.1 1992 Stock Plan of the Registrant, as amended June 13, 1997 (filed as Exhibit
10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and incorporated herein by reference)
4.2 Form of Incentive Stock Option Agreement under the 1992 Stock Plan of the
Registrant
4.3 Form of Non-Qualified Stock Option Agreement under the 1992 Stock Plan of the
Registrant
4.4 Certificate of Amendment dated June 16, 1994, of Amended and Restated
Certificate of Incorporation of the Registrant (filed as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1995 and incorporated herein by reference)
4.5 Certificate of Amendment dated June 5, 1995, of Amended and Restated
Certificate of Incorporation of the Registrant (filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1995 and incorporated herein by reference)
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained in Page 2 of this Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 4.2
-----------
MATRITECH, INC.
Incentive Stock Option Agreement
--------------------------------
Matritech, Inc., a Delaware corporation (the "Company"), hereby grants this
_______ to _______ (the "Optionee"), an option to purchase a maximum of
______________shares of its Common Stock, $.01 par value, at the price of
_____________ per share, on the following terms and conditions:
1. Grant Under 1992 Stock Plan. This option is granted pursuant to and is
---------------------------
governed by the Company's 1992 Stock Plan (the "Plan") and, unless the context
otherwise requires, terms used herein shall have the same meaning as in the
Plan. Determinations made in connection with this option pursuant to the Plan
shall be governed by the Plan as it exists on this date.
2. Grant as Incentive Stock Option; Other Options. This option is intended
----------------------------------------------
to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). This option is in addition to
any other options heretofore or hereafter granted to the Optionee by the
Company, but a duplicate original of this instrument shall not effect the grant
of another option.
3. Extent of Option if Employment Continues. If the Optionee has continued
----------------------------------------
to be employed by the Company on the following dates, the Optionee may exercise
this option for the number of shares set opposite the applicable date:
<TABLE>
<CAPTION>
<S> <C>
Prior to _____________ 199__ 0 shares
On or after _________ 199__ but prior to _________ shares
___________ 199__
On or after ___________ 199__ but prior to An additional ___________ shares
_________ 200__
On or after _________ 200__ but prior to An additional _______ shares
_________, 200__
On or after ____________ 200__ An additional ________ shares
</TABLE>
The foregoing rights are cumulative and, while the Optionee continues to be
employed by the Company, may be exercised on or before ______________. All of
the foregoing rights are subject to Articles 4 and 5, as appropriate, if the
Optionee ceases to be employed by the Company or dies or becomes disabled while
in the employ of the Company.
4. Termination of Employment. If the Optionee ceases to be employed by the
-------------------------
Company, other than by reason of death or disability (as defined in the Plan),
no further installments of this option shall become exercisable and this option
shall terminate after the passage of ninety (90) days from the date employment
ceases, but in no event later than the scheduled expiration date. In such a
case, the Optionee's only rights hereunder shall be those which are properly
exercised before the termination of this option.
5. Death; Disability. If the Optionee ceases to be employed by the Company
-----------------
by reason of his death, this option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his death, by his estate, personal representative or beneficiary to
whom this option has been assigned pursuant to Article 9, at any time within 180
days after the date of death, but not later than the scheduled expiration date.
If the Optionee ceases to be employed by the Company by reason of his disability
(as defined in the Plan), this option may be exercised, to the extent of the
number of shares with respect to which he could have exercised it on the date of
the termination of his employment, at any time within 180 days after such
<PAGE>
termination, but not later than the scheduled expiration date. At the expiration
of such 180-day period or the scheduled expiration date, whichever is the
earlier, this option shall terminate and the only rights hereunder shall be
those as to which the option was properly exercised before such termination.
6. Partial Exercise. Exercise of this option up to the extent above stated
----------------
may be made in part at any time and from time to time within the above limits,
except that this option may not be exercised for a fraction of a share unless
such exercise is with respect to the final installment of stock subject to this
option and a fractional share (or cash in lieu thereof) must be issued to permit
the Optionee to exercise completely such final installment. Any fractional
share with respect to which an installment of this option cannot be exercised
because of the limitation contained in the preceding sentence shall remain
subject to this option and shall be available for later purchase by the Optionee
in accordance with the terms hereof.
7. Payment of Price. The option price is payable in United States dollars
----------------
and may be paid in cash or by check, or any combination of the foregoing, equal
in amount to the option price. The Committee, in its sole discretion, may
permit the option price to be paid by delivery of previously held shares of the
Company's Common Stock having an aggregate fair market value (as determined
pursuant to the Plan) equal as of the date of exercise to the option price, by
delivery of the Optionee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the lowest applicable Federal rate,
as defined in Section 1274(d) of the Code, or by any combination of the
foregoing, equal in amount to the option price. Notwithstanding the foregoing,
the Optionee may not pay any part of the exercise price hereof by transferring
Common Stock to the Company if such Common Stock is both subject to a
substantial risk of forfeiture and not transferable within the meaning of
Section 83 of the Code.
8. Method of Exercising Option. Subject to the terms and conditions of this
---------------------------
Agreement, this option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice
shall be accompanied by payment of the full purchase price of such shares, and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. The certificate or
certificates for the shares as to which this option shall have been so exercised
shall be registered in the name of the person or persons so exercising this
option (or, if this option shall be exercised by the Optionee and if the
Optionee shall so request in the notice exercising this option, shall be
registered in the name of the Optionee and another person jointly, with right of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this option. In the event this option
shall be exercised, pursuant to Article 5 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise this option. All shares that shall
be purchased upon the exercise of this option as provided herein shall be fully
paid and non-assessable.
9. Option Not Transferable. This option is not transferable or assignable
-----------------------
except by will or by the laws of descent and distribution. During the
Optionee's lifetime only the Optionee can exercise this option.
10. No Obligation to Exercise Option. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Optionee to exercise it.
11. No Obligation to Continue Employment. The Company and any Related
------------------------------------
Corporation (as defined in the Plan) are not by the Plan or this option
obligated to continue the Optionee in employment.
12. No Rights as Stockholder until Exercise. The Optionee shall have no
---------------------------------------
rights as a stockholder with respect to shares subject to this Agreement until a
stock certificate therefor has been issued to the Optionee and is fully paid
for. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to the date such
stock certificate is issued.
<PAGE>
13. Capital Changes and Business Successions. The Plan contains provisions
----------------------------------------
covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to options and the related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference. In general, the Optionee should not assume
that options necessarily would survive the acquisition of the Company. In
particular, without affecting the generality of the foregoing, it is understood
that for the purposes of Articles 3 through 5 hereof, both inclusive, employment
by the Company includes employment by a Related Corporation as defined in the
Plan.
14. Early Disposition. The Optionee agrees to notify the Company in writing
-----------------
immediately after the Optionee makes a Disqualifying Disposition of any Common
Stock received pursuant to the exercise of this option. A Disqualifying
Disposition is generally any disposition within two years after the date the
Optionee was granted this option or within one year after the date the Optionee
acquires Common Stock by exercising this option, whichever period ends later.
The Optionee also agrees to provide the Company with any information which it
shall request concerning any such disposition. The Optionee acknowledges that
he or she will forfeit the favorable income tax treatment otherwise available
with respect to the exercise of this incentive stock option if he or she makes a
Disqualifying Disposition of the stock received on exercise of this option.
15. Withholding Taxes. If the Company in its discretion determines that it
-----------------
is obligated to withhold tax with respect to a Disqualifying Disposition of
Common Stock received by the Optionee on exercise of this option, the Optionee
hereby agrees that the Company may withhold from the Optionee's wages or other
remuneration the appropriate amount of federal, state and local withholding
taxes attributable to such Disqualifying Disposition. If any portion of this
option is treated as a Non-Qualified Option, the Optionee hereby agrees that the
Company may withhold from the Optionee's wages or other remuneration the
appropriate amount of federal, state and local withholding taxes attributable to
the Optionee's exercise of such Non-Qualified Option. At the Company's
discretion, the amount required to be withheld may be withheld in cash from such
wages or other remuneration, or (with respect to compensation income
attributable to the exercise of this option) in kind from the Common Stock
otherwise deliverable to the Optionee on exercise of this Option. The Optionee
further agrees that, if the Company does not withhold an amount from the
Optionee's wages or other remuneration sufficient to satisfy the Company's
withholding obligation, the Optionee will reimburse the Company on demand, in
cash, for the amount underwithheld.
16. Provision of Documentation to Optionee. By signing this Agreement the
--------------------------------------
Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Company's 1992 Stock Plan.
17. Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and the Optionee have caused this instrument
to be executed.
__________________________________ MATRITECH, INC.
Optionee
- ---------------------------------- By:___________________________
Print Name of Optionee
__________________________________ Title:________________________
Street Address
__________________________________
City State Zip Code
<PAGE>
Exhibit 4.3
-----------
MATRITECH, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
Matritech, Inc., a Delaware corporation (the "Company"), hereby grants as of
the _______ to __________(the "Optionee"), an option to purchase a maximum of
_______ shares of its Common Stock, $.01 par value, at the price of $________
PER SHARE, on the following terms and conditions:
1. GRANT UNDER 1992 STOCK PLAN. This option is granted pursuant to and is
---------------------------
governed by the Company's 1992 Stock Plan (the "Plan") and, unless the context
otherwise requires, terms used herein shall have the same meaning as in the
Plan. Determinations made in connection with this option pursuant to the Plan
shall be governed by the Plan as it exists on this date.
2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This option shall be
--------------------------------------------
treated for federal income tax purposes as a Non-Qualified Option (rather than
an incentive stock option), and the Board of Directors will take appropriate
action, if necessary, to achieve this result. This option is in addition to any
other options heretofore or hereafter granted to the Optionee by the Company,
but a duplicate original of this instrument shall not effect the grant of
another option.
3. VESTING. This option shall vest as set forth below:
-------
On or after ___________, 199__ ____________ shares
On or after ___________, 199__ An additional ____________ shares
On or after ___________, 200__ An additional ____________ shares
On or after ___________, 200__ An additional ____________ shares.
The foregoing rights are cumulative and may be exercised on or before __________
the expiration date of this option. All of the foregoing rights are subject to
Articles 4 and 5, as appropriate, if the Optionee ceases to maintain a Business
Relationship with the Company or dies, becomes disabled or undergoes dissolution
while involved in a Business Relationship with the Company.
4. TERMINATION OF BUSINESS RELATIONSHIP. In the event the Optionee ceases
------------------------------------
to maintain a business relationship with the Company for any reason other than
death or permanent disability, any then unexercised portion of this option
shall, to the extent not then vested, immediately terminate and become void; any
portion of this option which is then vested but has not been exercised at the
time the Optionee so ceases to be affiliated with the Company may be exercised,
to the extent it is then vested, by the Optionee within 60 days of the date the
Optionee ceased to be affiliated with the Company; and all options shall
terminate after such 60 days have expired.
5. DEATH. If the Optionee is dissolved, liquidated, becomes insolvent or
-----
enters into a merger or acquisition with respect to which such optionee is not
the surviving entity at the time when such entity is involved in a Business
Relationship with the Company, this Optionee shall immediately terminate as of
the date of such event, and the only rights hereunder shall be those as to which
this optionee was properly exercised before such dissolution or other event.
6. PARTIAL EXERCISE. Exercise of this option up to the extent above stated
----------------
may be made in part at any time and from time to time within the above limits,
except that this option may not be exercised for a fraction of a share unless
such exercise is with respect to the final installment of stock subject to this
option and a fractional share
<PAGE>
(or cash in lieu thereof) must be issued to permit the Optionee to exercise
completely such final installment. Any fractional share with respect to which an
installment of this option cannot be exercised because of the limitation
contained in the preceding sentence shall remain subject to this option and
shall be available for later purchase by the Optionee in accordance with the
terms hereof.
7. PAYMENT OF PRICE. The option price is payable in United States dollars
----------------
and may be paid in cash or by check, or any combination of the foregoing, equal
in amount to the option price. The Committee, in its sole discretion, may
permit the option price to be paid by delivery of previously held shares of the
Company's Common Stock having an aggregate fair market value (as determined
pursuant to the Plan) equal as of the date of exercise to the option price, by
delivery of the Optionee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the lowest applicable Federal rate,
as defined in Section 1274(d) of the Code, or by any combination of the
foregoing, equal in amount to the option price.
8. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Agreement, this option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice
shall be accompanied by payment of the full purchase price of such shares, and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. The certificate or
certificates for the shares as to which this option shall have been so exercised
shall be registered in the name of the person or persons so exercising this
option (or, if this option shall be exercised by the Optionee and if the
Optionee shall so request in the notice exercising this option, shall be
registered in the name of the Optionee and another person jointly, with right of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this option. All shares that shall be
purchased upon the exercise of this option as provided herein shall be fully
paid and non-assessable.
9. OPTION NOT TRANSFERABLE. This option is not transferable or assignable
-----------------------
except by will or by the laws of descent and distribution. During the
Optionee's lifetime only the Optionee can exercise this option.
10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Optionee to exercise it.
11. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. The Company and any
-----------------------------------------------
Related Corporations are not by the Plan or this option obligated to continue to
maintain a Business Relationship with the Optionee.
12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no
---------------------------------------
rights as a stockholder with respect to shares subject to this Agreement until a
stock certificate therefor has been issued to the Optionee and is fully paid
for. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to the date such
stock certificate is issued.
13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of this
----------------------------------------
option to encourage the Optionee to work for the best interests of the Company
and its stockholders. Since, for example, that might require the issuance of a
stock dividend or a merger with another corporation, the purpose of this option
would not be served if such a stock dividend, merger or similar occurrence would
cause the Optionee's rights hereunder to be diluted or terminated and thus be
contrary to the Optionee's interest. The Plan contains extensive provisions
designed to preserve options at full value in a number of contingencies.
Therefore, provisions in the Plan for adjustment with respect to stock subject
to options and the related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
14. WITHHOLDING TAXES. The Optionee hereby agrees that the Company may
-----------------
withhold from the Optionee the appropriate amount of federal, state and local
taxes attributable to the Optionee's exercise of any installment of this option.
At the Company's discretion, the amount required to be withheld may be withheld
in cash from such payments, or in kind from the Common Stock otherwise
deliverable to the Optionee on exercise of this option. The
<PAGE>
Optionee further agrees that, if the Company does not withhold an amount from
payments to the Optionee sufficient to satisfy the Company's withholding
obligation, the Optionee will reimburse the Company on demand, in cash, for the
amount underwithheld.
15. PROVISION OF DOCUMENTATION TO OPTIONEE. By signing this Agreement the
--------------------------------------
Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Company's 1992 Stock Plan.
16. GOVERNING LAW. This Agreement shall be governed by and interpreted in
-------------
accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and the Optionee have caused this instrument
to be executed.
_____________________________ MATRITECH, INC.
OPTIONEE:
By:___________________________
____________________________ Title:__________________________
Street Address
____________________________
City State Zip Code
<PAGE>
EXHIBIT 5.1
-----------
June 19, 1998
Matritech, Inc.
330 Nevada Street
Newton, MA 02416
Re: Registration Statement on Form S-8 Relating to the
1992 Stock Plan of Matritech, Inc. (hereinafter the "Plan")
-----------------------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Matritech, Inc. (the "Company") on the
date hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of 500,000 shares of Common
Stock, $.01 par value, of the Company issuable pursuant to the Plan (the
"Shares").
We have examined, and are familiar with, and have relied as to factual
matters solely upon, copies of the Plan, the Certificate of Incorporation and
By-laws of the Company, the minute books and stock records of the Company and
originals of such other documents, certificates and proceedings as we have
deemed necessary for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold in accordance with the Plan will be
validly issued, fully paid and nonassessable.
We hereby consent to filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 19, 1998
