As filed with the Securities and Exchange Commission on September 23, 1997
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
_______________________
Procept, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 04-2893483
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
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840 Memorial Drive, Cambridge, Massachusetts 02139
(Address of Principal Executive Offices)
_______________________
1989 STOCK 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
_______________________
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered share(1) price(1) registration fee
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Common Stock, $0.01 par value 500,000 shares $0.390625 $195,313 $59.19
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(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.
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Statement Regarding Incorporation By Reference From
Effective Registration Statement.
Pursuant to Instruction E to Form S-8, the contents of (i) the
Registrant's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on March 14, 1994 (File No. 33-76252)
relating to the registration of 1,083,940 shares of the Registrant's Common
Stock, $0.01 par value per share (the "Common Stock"), authorized for issuance
under the Registrant's 1989 Stock Plan (the "Plan"), and (ii) the Registrant's
Registration Statement on Form S-8 filed with the Commission on June 14, 1996
(File No. 333-06035) relating to the registration of 250,000 additional shares
of the Registrant's Common Stock authorized for issuance under the Registrant's
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 500,000 shares of the
Registrant's Common Stock to be issued under the Plan.
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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.
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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 the City of Cambridge, Commonwealth of Massachusetts, on this
22nd day of September, 1997.
PROCEPT, INC.
(Registrant)
By: /s/ Stanley C. Erck
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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:
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Signature Capacity
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/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 Principal
Michael J. Higgins 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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EXHIBIT INDEX
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Exhibit
Number Description
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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. 1989 Stock Plan, as amended. Filed as Exhibit 10.1 to
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (File
No. 0-021134) 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 500,000 shares of the Company's Common Stock, $0.01 par
value (the "Shares"), offered pursuant to the provisions of the Company's 1989
Stock 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 1989 Stock 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
