<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1999
REGISTRATION NO. 333-
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)
DELAWARE 04-2893483
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
840 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
1998 EQUITY INCENTIVE PLAN
(WHICH AMENDS AND RESTATES THE 1989 STOCK OPTION PLAN)
(Full Title of the Plan)
JOHN F. DEE
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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 3,300,000 shares $1.375 $4,537,500 $1,262
- ---------------------------------------------------------------------------------------------------------------------
</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 August 27, 1999 as reported by the Nasdaq
SmallCap Market System.
<PAGE>
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 (15,485 shares as adjusted for
the October 14, 1997 one-for-seven reverse split and the June 1, 1998
one-for-ten reverse split, the "Reverse Splits") of the Registrant's Common
Stock, $0.01 par value per share (the "Common Stock"), authorized for issuance
under the Registrant's 1998 Equity Incentive Plan, which amends and restates the
1989 Stock Option Plan (the "Plan"), (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 (3,571
shares as adjusted for the Reverse Splits) of the Registrant's Common Stock
authorized for issuance under the Registrant's Plan, (iii) the Registrant's
Registration Statement on Form S-8 filed with the Commission on September 23,
1997 (File No. 333-36147) relating to the registration of 500,000 additional
shares (7,142 shares as adjusted for the Reverse Splits) of the Registrant's
Common Stock authorized for issuance under the Registrant's Plan and (iv) the
Registrant's Registration Statement on Form S-8 filed with the Commission on
November 6, 1998 (File No. 333-66885) relating to the registration of 1,473,802
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 3,300,000
shares of the Registrant's Common Stock to be issued under the Plan.
1
<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 a partner of Palmer & Dodge LLP.
ITEM 8. EXHIBITS.
See Exhibit Index on page 4.
2
<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 31st day of August, 1999.
PROCEPT, INC.
(Registrant)
By: /s/ JOHN F. DEE
--------------------------------------------------
John F. Dee, President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Procept, Inc., hereby
severally constitute and appoint John F. Dee 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 31st day of August, 1999:
SIGNATURE CAPACITY
/s/ JOHN F. DEE President and Chief Executive Officer
- --------------------------- (Principal Executive Officer) and Director
John F. Dee
/s/ MICHAEL E. FITZGERALD Vice President, Finance and Chief Financial
- --------------------------- Officer (Principal Financial Officer and Principal
Michael E. Fitzgerald Accounting Officer)
/s/ NIGEL J. RULEWSKI Vice President, Medical Affairs,
- --------------------------- Chief Medical Officer and Director
Nigel J. Rulewski
/s/ MICHAEL S. WEISS Chairman of the Board and Director
- ---------------------------
Michael S. Weiss
/s/ ZOLA P. HOROVITZ Director
- ---------------------------
Zola P. Horovitz
/s/ MAX LINK Director
- ---------------------------
Max Link
/s/ MARK C. ROGERS Director
- ---------------------------
Mark C. Rogers
/s/ ELLIOTT H. VERNON Director
- ---------------------------
Elliott H. Vernon
/s/ GLENN L. COOPER Director
- ---------------------------
Glenn L. Cooper
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Palmer & Dodge LLP as to the legality of
the securities registered hereunder. Filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP, 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).
<PAGE>
EXHIBIT 5
<PAGE>
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
August 30, 1999
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 3,300,000 shares of the Company's Common Stock, $0.01 par
value (the "Shares"), offered pursuant to the provisions of the Company's 1998
Equity Incentive Plan which amends and restates the 1989 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
<PAGE>
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated March 17, 1999
relating to the financial statements, which appear in Procept's Annual Report
on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 30, 1999
