<PAGE>
As filed with the Securities and Exchange Commission
on March 31, 1999
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
CENTENNIAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2978400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7 LOPEZ ROAD, WILMINGTON, MASSACHUSETTS 01887
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
(Full title of the plan)
DONALD R. PECK
SECRETARY, TREASURER AND GENERAL COUNSEL
CENTENNIAL TECHNOLOGIES, INC.
7 LOPEZ ROAD
WILMINGTON, MASSACHUSETTS 01887
(Name and address of agent for service)
(978) 988-8848
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
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- -------------------------- ---------------- ----------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 5,214,300 $.43 - $20.53(1) $ 6,749,886(1) $ 1,876.47
$.01 par value
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- -------------------------- ---------------- ----------------------- ---------------------- ----------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
as amended. The price per share and aggregate offering price are
calculated on the basis of (a) $1.54, the weighted average exercise
price per share of the 3,759,600 shares subject to outstanding options
granted under the 1994 Stock Option Plan at prices from $.43 to $20.53
and (b) $.66, the average of the high and low prices of the Common
Stock as reported by certain internet-based bulletin board services on
March 25, 1999.
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<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement supercedes the Registration Statement on
Form S-8 filed on February 3, 1995 with respect to the Registrant's 1994 Stock
Option Plan.
The information required by Part I is included in documents sent or
given to participants in the Registrant's 1994 Stock Option Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant,
$0.01 par value per share (the "Common Stock"), contained in the
Registration Statement on Form 8-A filed under the Exchange Act on
November 19, 1998, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed 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 all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such
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statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock being offered hereby will be passed
upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article Seventh of the Registrant's Amended and Restated ByLaws,
each person who is a director or officer of the Registrant shall be indemnified
by the Registrant to the full extent permitted by Section 145 of the General
Corporation Law of Delaware ("Section 145").
Section 145 provides a detailed statutory framework covering
indemnification of directors and officers of liabilities and expenses arising
out of legal proceedings brought against them by reason of their status or
service as directors or officers. This section provides that a director or
officer of a corporation (i) shall be indemnified by the corporation for all
expenses of such legal proceedings when he is successful on the merits, (ii) may
be indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such proceedings (other than a derivative suit), even if
he is not successful on the merits, 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
corporation (and, in the case of a criminal proceeding, had no reasonable cause
to believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a shareholder alleging
a breach by a director or officer of a duty owed to the corporation), even if he
is not successful on the merits, 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
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his duties to the corporation, unless a court determines
that, despite such adjudication and in view of all of the circumstances, he is
entitled to indemnification. The indemnification described in clauses (ii) and
(iii) above may be made only upon a determination that indemnification is proper
because the applicable standard of conduct has been met. Such a determination
may be made by a majority of a quorum of disinterested directors, independent
legal counsel or the stockholders. The board of Directors may authorize
advancing litigation expenses to a director or officer upon receipt of an
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undertaking by such director or officer to repay such expenses if it is
ultimately determined that he is not entitled to be indemnified for them.
As permitted by Section 145, the Registrant has purchased a general
liability insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or omissions in
their capacity as directors or officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits to this
Registration Statement is incorporated herein by reference.
Item 9. UNDERTAKINGS
1. The 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;
(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; and
(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 (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or
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<PAGE>
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial BONA FIDE offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<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 Town of Wilmington, Massachusetts, on the 31st day of March,
1999.
CENTENNIAL TECHNOLOGIES, INC.
By: /S/ L. MICHAEL HONE
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L. Michael Hone
President and Chief Executive Officer
(Principal Executive Officer)
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Centennial Technologies,
Inc., hereby severally constitute and appoint Donald R. Peck and S. Donald
Gonson, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Centennial Technologies, Inc. to comply with
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ L. Michael Hone President, Chief Executive March 31, 1999
- ------------------------------------ Officer and Director
L. Michael Hone (Principal Executive Officer)
/s/ William J. Shea Chairman of the Board March 31, 1999
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William J. Shea
/s/ Donald R. Peck Secretary, Treasurer and March 31, 1999
- ------------------------------------ General Counsel (Principal
Donald R. Peck Financial and Accounting
Officer)
/s/ Eugene M. Bullis Director March 31, 1999
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Eugene M. Bullis
/s/ Jay M. Eastman Director March 31, 1999
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Jay M. Eastman
/s/ David A. Lovenheim Director March 31, 1999
- ------------------------------------
David A. Lovenheim
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John J. Shields Director March 31, 1999
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John J. Shields
/s/ Steven M. DePerrior Director March 31, 1999
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Steven M. DePerrior
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1(1) Certificate of Incorporation of the Registrant, as amended
4.2(2) Amended and Restated ByLaws of the Registrant
4.3(3) Specimen Certificate of Common Stock of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
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(1) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10- Q filed with the Securities and Exchange Commission (the
"Commission") on November 6, 1998.
(2) Incorporated herein by reference to the Registrant's Registration
Statement on Form 8-A filed with the Commission on November 19, 1998.
(3) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10- Q filed with the Commission on August 14, 1997.
<PAGE>
EXHIBIT 5
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 FAX 617-526-5000
March 31, 1998
Centennial Technologies, Inc.
7 Lopez Road
Wilmington, Massachusetts
Re: 1994 STOCK OPTION PLAN
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to 5,214,300 shares of the Common Stock, $.01 par
value per share (the "Shares"), of Centennial Technologies, Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1994 Stock Option Plan
(the "Plan").
We have examined the Certificate of Incorporation as amended of the
Company, as amended to date, and the Amended and Restated Bylaws of the Company
and originals, or copies certified to our satisfaction, of all pertinent records
of the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we
have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, the authenticity of the originals of
such latter documents and the legal capacity of all individuals executing
documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the shares in accordance with the Plan, to register and qualify the
shares for sale under all applicable state securities or "Blue Sky" laws.
<PAGE>
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been authorized for issuance and, when the Shares are issued and
paid for in accordance with the terms and conditions of the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Centennial Technologies, Inc. on Form S-8 relating to the 1994 Stock Option Plan
of our report dated May 15, 1998, on our audits of the consolidated financial
statements and the financial statements schedule of Centennial Technologies,
Inc., as of March 31, 1998 and 1997, and for the twelve months ended March 31,
1998, the nine months ended March 31, 1997 and the twelve months ended June 30,
1996, which reports are included in the Centennial Technologies, Inc. Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 31, 1999
