As filed with the Securities and Exchange Commission on September 23, 1997
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Procept, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2893483
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
840 Memorial Drive, Cambridge, Massachusetts 02139
(Address of Principal Executive Offices)
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1994 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
Stanley C. Erck
President and Chief Executive Officer
Procept, Inc.
840 Memorial Drive
Cambridge, Massachusetts 02139
(617) 491-1100
(Name, Address and Telephone Number of Agent for Service)
with copies to:
Lynnette C. Fallon, Esq.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of each class Proposed Proposed maximum
of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share(1) price(1) registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 150,000 shares $0.390625 $58,594 $17.76
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the
registration fee and computed pursuant to Rule 457(h) and based
upon the average of the high and low sale prices on September 22,
1997 as reported by the Nasdaq National Market System.
<PAGE>
Statement Regarding Incorporation By Reference From
Effective Registration Statement.
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on July 8, 1994 (File No. 33-81392 relating to the
registration of 150,000 shares of the Registrant's Common Stock, $0.01 par value
per share (the "Common Stock"), authorized for issuance under the Registrant's
1994 Director Stock Option Plan (the "Plan"), are incorporated by reference in
their entirety in this Registration Statement, except as to the items set forth
below. This Registration Statement provides for the registration of an
additional 150,000 shares of the Registrant's Common Stock to be issued under
the Plan.
- 2 -
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Palmer & Dodge LLP, Boston, Massachusetts. Lynnette C. Fallon,
the Secretary of the Registrant, is partner of Palmer & Dodge LLP.
Item 8. Exhibits.
See Exhibit Index on page 5.
- 3 -
<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 Cambridge, Commonwealth of Massachusetts, on this
22nd day of September, 1997.
PROCEPT, INC.
(Registrant)
By: /s/ Stanley C. Erck
------------------------------
Stanley C. Erck, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Procept, Inc., hereby
severally constitute and appoint Stanley C. Erck, Michael J. Higgins and
Lynnette C. Fallon, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8 (including any
post-effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may 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 below by the following persons in the
capacities indicated on this 22nd day of September, 1997:
Signature Capacity
/s/ Stanley C. Erck President, Chief Executive Officer
- ----------------------- (Principal Executive Officer) and Director
Stanley C. Erck
/s/ Michael J. Higgins Vice President, Finance and Chief Financial
- ----------------------- Officer (Principal Financial Officer and
Michael J. Higgins Principal Accounting Officer)
/s/ Zola P. Horovitz Director
- -----------------------
Zola P. Horovitz, Ph.D.
/s/ Max Link Director
- -----------------------
Max Link, Ph.D.
/s/ Ellis L. Reinherz Director
- -----------------------
Ellis L. Reinherz, M.D.
/s/ Michael S. Weiss Director
- -----------------------
Michael S. Weiss
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Restated Certificate of Incorporation of Procept, Inc. Filed as Exhibit to
3.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
(File No. 0-21134) and incorporated herein by reference.
4.2 Restated By-Laws of Procept, Inc. Filed as Exhibit 3.3 to Registration
Statement on Form S-1 (File No. 33-57188) and incorporated herein by
reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder. Filed herewith.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants. Filed
herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
24 Power of Attorney (included in the signature page hereto).
99 Procept, Inc. 1994 Director Stock Option Plan, as amended. Filed as
Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 (File No. 0-21134) and incorporated herein by reference.
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EXHIBIT 5
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
September 22, 1997
Procept, Inc.
840 Memorial Drive
Cambridge, Massachusetts 02139
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Procept, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), on or about the date hereof. The Registration
Statement relates to 150,000 shares of the Company's Common Stock, $0.01 par
value (the "Shares"), offered pursuant to the provisions of the Company's 1994
Director Stock Option Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
PALMER & DODGE LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of Procept. Inc. for its 1994 Director Stock Option Plan of our report,
which includes an explanatory paragraph regarding substantial doubt about the
entity's ability to continue as a going concern, dated February 13, 1997, on our
audits of the financial statements of Procept, Inc. as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
which report is included in Procept, Inc.'s Annual Report on Form 10-K as
previously filed.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 22, 1997
