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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
REGISTRATION NO. 333-____
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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 Identification No.)
Incorporation or Organization)
330 NEVADA STREET
NEWTON, MA 02460
(617) 928-0820
(Address of Principal Executive Offices) (Zip Code)
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1992 STOCK PLAN
AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
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STEPHEN D. CHUBB
Chief Executive Officer
MATRITECH, INC.
330 Nevada Street
Newton, MA 02460
(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
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE (3)
------------------------------------ -------------- -------------- -------------- --------------------
<S> <C> <C> <C> <C>
1992 STOCK PLAN
Common Stock (Par Value $.01 Per Share) 1,000,000 $3.50 $3,500,000 $924
AMENDED AND RESTATED 1992 NON-EMPLOYEE 250,000 $3.50 $875,000 $231
DIRECTOR STOCK OPTION PLAN
Common Stock (Par Value $.01 Per Share)
TOTAL: 1,250,000 $4,375,000 $1155
</TABLE>
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(1) In addition, pursuant to Rule 416(a), this Registration Statement also
covers such indeterminate number of additional shares of Common Stock as is
necessary to eliminate any dilutive effect of any future stock splits,
stock dividends or similar transactions.
(2) The price of $3.50 per share, which is the average of the high and low
prices of the Common Stock of the Registrant reported on the Nasdaq
National Market on November 30, 2000, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c).
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors and others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Matritech, Inc. (the "Registrant") with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1999, filed under the Exchange Act, which contains
audited financial statements for the fiscal year ended December 31,
1999.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2000 filed under the Exchange Act, which contains
unaudited financial statements for the fiscal quarter ended March 31,
2000.
(c) The Registrant's quarterly report of Form 10-Q for the fiscal quarter
ended June 30, 2000 filed under the Exchange Act, which contains
unaudited financial statements for the fiscal quarter ended June 30,
2000.
(d) The Registrant's quarterly report of Form 10-Q for the fiscal quarter
ended September 30, 2000 filed under the Exchange Act, which contains
unaudited financial statements for the fiscal year ended September 30,
2000.
(e) The description of the Registrant's common stock, $.01 par value per
share, contained in the section entitled "Description of Registrant's
Securities to be Registered" contained in the Registrant's
registration statement on Form 8-A filed with the Commission on March
10, 1992, including any amendment or report filed for the purpose of
updating the description of the Registrant's Common Stock.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that
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all securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law ("DGCL"), the Registrant has the power to indemnify certain
persons, including its officers and directors, under stated circumstances and
subject to certain limitations, for liabilities incurred in connection with
services performed in good faith for the Registrant or for other organizations
at the request of the Registrant.
Article Seventh of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be liable for
monetary damages for breach of fiduciary duty, except to the extent that the
DGCL prohibits the elimination of liability of directors for breach of fiduciary
duty.
Article Twelfth of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a), shall
be indemnified by the Registrant against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred in connection
with any litigation or other legal proceeding (other than an action by or in the
right of the Registrant) brought against him by virtue of his position as a
director or officer of the Registrant 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
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant 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
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that despite such adjudication but in view
of all of the circumstances, he is entitled to indemnification of such expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
Registrant's Registration Statement No. 33-46158) and
incorporated herein by reference).
4.2 Certificate of Amendment dated June 5, 1995, of Amended and
Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.3 of the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1995 and incorporated herein by
reference).
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4.3 Certificate of Amendment dated June 16, 1994, of Amended and
Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1995 and incorporated herein by
reference).
4.4 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibits 3, 4.1 to the Registrant's
Registration Statement No. 33-46158 on Form S-1 and incorporated
herein by reference).
4.5 Amended and Restated By-Laws of the Registrant (filed as Exhibits
3.2, 4.1 to the Registrant's Registration Statement No. 33-46158
on Form S-1 and incorporated herein by reference).
4.6 1992 Stock Plan, as amended, of the Registrant (filed herewith).
4.7 Amended and Restated 1992 Non-Employee Director Stock Option
Plan, as amended, of the Registrant (filed herewith).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP, (filed herewith).
23.1 Consent of Arthur Andersen LLP, (filed herewith).
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
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, as amended;
(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.
Notwithstanding the foregoing, any increase or decrease in 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
percent 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 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) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with
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or furnished to the Commission by the Registrant pursuant to Section
13 or 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 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) 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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) 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.
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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 City of Newton, Commonwealth of Massachusetts, on this 1st
day of December, 2000.
MATRITECH, INC.
By: /s/ Stephen D. Chubb
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STEPHEN D. CHUBB
Director, Chairman and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
The undersigned officers and directors of Matritech, Inc., hereby
constitute and appoint Stephen D. Chubb and David L. Corbet, and each of them
singly, our true and lawful attorneys-in-fact, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Matritech, Inc., to comply with
the provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
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<S> <C> <C>
/s/ Stephen D. Chubb Director, Chairman and Chief December 1, 2000
------------------------------------ Executive Officer (Principal Executive
STEPHEN D. CHUBB Officer)
/s/ David L. Corbet Director, President December 1, 2000
------------------------------------ and Chief Operating Officer
DAVID L. CORBET
/s/ John S. Doherty Vice President, Finance, Chief Financial December 1, 2000
------------------------------------ Officer, Treasurer and Secretary (Principal
JOHN S. DOHERTY Financial and Accounting Officer)
/s/ David Rubinfien Director December 1, 2000
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DAVID RUBINFIEN
/s/ Richard A. Sandberg Director December 1, 2000
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RICHARD A. SANDBERG
/s/ T. Stephen Thompson Director December 1, 2000
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T. STEPHEN THOMPSON
/s/ C. William Zadel Director December 1, 2000
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C. WILLIAM ZADEL
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
Registrant's Registration Statement No. 33-46158) and
incorporated herein by reference).
4.2 Certificate of Amendment dated June 5, 1995, of Amended and
Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.3 of the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1995 and incorporated herein by
reference).
4.3 Certificate of Amendment dated June 16, 1994, of Amended and
Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1995 and incorporated herein by
reference).
4.4 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibits 3, 4.1 to the Registrant's
Registration Statement No. 33-46158 on Form S-1 and incorporated
herein by reference).
4.5 Amended and Restated By-Laws of the Registrant (filed as Exhibits
3.2, 4.1 to the Registrant's Registration Statement No. 33-46158
on Form S-1 and incorporated herein by reference).
4.6 1992 Stock Plan, as amended, of the Registrant (filed herewith).
4.7 Amended and Restated 1992 Non-Employee Director Stock Option
Plan, as amended, of the Registrant (filed herewith).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP, (filed herewith).
23.1 Consent of Arthur Andersen LLP, (filed herewith).
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
