As filed with the Securities and Exchange Commission on June 17,
1997. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
ACCENT COLOR SCIENCES, INC.
(Exact name of issuer as specified in its charter)
Connecticut 06-1380314
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 Connecticut Boulevard
East Hartford, CT 06108
ACCENT COLOR SCIENCES, INC. 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
NORMAN L. MILLIARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Accent Color Sciences, Inc.
800 Connecticut Boulevard
East Hartford, CT 06108
(860) 610-4000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(2)
Common Stock,
no par value 1,500,000 shares $4.375 $6,562,500 $1,968.75
(1) The registration statement also includes an indeterminable
number of additional shares that may become issuable as a result
of terminated, expired, forfeited or surrendered awards
respecting Common Stock, or pursuant to the antidilution
adjustment provisions of the plan.
(2) In accordance with Rule 457 calculated on the basis of the
average of the high and low prices for the Common Stock on the
Nasdaq Stock Market on June 12, 1997.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the Registrant's 1995 Stock
Incentive Plan (the "Plan") pursuant to Rule 428(b)(l) 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 Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement
by reference:
(1) The Registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act.
(2) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in (1) above.
(3) The description of the common stock of the Registrant,
no par value per share, contained in the Registrant's
Registration Statement filed under section 12 of the Exchange
Act, 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
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 Company by Murtha, Cullina, Richter and
Pinney, Hartford, Connecticut. As of the date hereof, partners
of Murtha, Cullina, Richter and Pinney may be deemed to
beneficially own approximately 30,000 shares of Common Stock of
the Company. Willard F. Pinney, Jr., a partner in the firm is a
director and Secretary of the Registrant.
Item 6. Indemnification of Directors and Officers
The Company was incorporated under the laws of the State of
Connecticut in 1993. Section 33-771 ("Section 33-771") of the
Connecticut Business Corporation Act (the "CBCA") states that,
unless its certificate of incorporation otherwise provides, a
Corporation formed under Connecticut law prior to January 1, 1997
shall provide its directors with the full amount of
indemnification that the corporation is permitted to provide to
such directors pursuant to Section 33-771, subject to certain
limitations set forth in Section 33-775 ("Section 33-775") of the
CBCA which requires a determination in each case, in the manner
set forth in Section 33-775, that indemnification of the director
is permissible. Section 33-775(4) provides that a corporation
incorporated under Connecticut law prior to January 1, 1997 shall
also indemnify each of its officers who is not a director to the
same extent as the corporation is permitted to indemnify a
director under Section 33-771, as limited by Section 33-775.
In general, Section 33-771 provides that a corporation may
indemnify an individual made a party to a preceding because he is
or was a director against liability incurred in the preceding if:
(1) he conducted himself in good faith; and (2) he reasonably
believed (A) in the case of conduct in his official capacity with
the corporation, that his conduct was in its best interests and
(B) in all other cases, that his conduct was at least not opposed
to its best interests; and (3) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.
The Certificate of Incorporation of the Company includes a
provision limiting the personal liability of a director to the
Company or its shareholders for monetary damages for breach of
duty as a director, to an amount equal to the amount of
compensation received by the director for serving the Company
during the calendar year in which the violation occurred subject
to a number of exceptions, including violations involving a
knowing and culpable violation of law, a breach of duty which
enables a director or an associate to receive an improper
personal gain, conduct showing a lack of good faith and conscious
disregard of duty to the Company, a sustained and unexcused
pattern of inattention, or the approval of an illegal
distribution of assets of the Company to its shareholders. An
associate of a director, in terms of improper personal gains, is
defined as (A) any corporation or organization of which a Company
director is an officer or partner or is, directly or indirectly,
the beneficial owner of ten percent or more of any class of
voting stock, (B) any trust or other estate in which a Company
director has at least ten percent beneficial interest or as to
which a Company director serves as trustee or in a similar
fiduciary capacity and (C) any relative or spouse of a Company
director, or any relative of such spouse who has the same name as
the Company director. In addition, the Company also maintains a
directors' and officers' insurance and reimbursement policy.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index on page 7 is incorporated herein by
reference.
Item 9. Undertakings
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;
(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 this Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however that paragraphs (i) and (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 by the Registrant pursuant to Section 13 or 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.
The undersigned 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 this 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.
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 Securities and Exchange 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.
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 as duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of East Hartford, Connecticut, on the 17th day of June,
1997.
ACCENT COLOR SCIENCES, INC.
By:/s/ Norman L. Milliard
Norman L. Milliard
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed
by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Norman L. Milliard President, Chief June 17, 1997
Norman L. Milliard Executive Officer and
Director
/s/ Patrick J. Pedonti June 17, 1997
Patrick J. Pedonti Vice President,
Treasurer, Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ Norman L. Milliard Attorney-in-fact for: June 17, 1997
Norman L. Milliard
Richard J. Coburn Chairman of the Board
of Directors
Richard Hodgson Director
Willard F. Pinney, Jr. Director
Raymond N. Smith Director
Robert H. Steele Director
Peter Teufel Director
Exhibit Index
Exhibit
Number Description
4.1 (1) Restated Certificate of Incorporation
of the Company
4.2 (1) By-Laws of the Registrant
5 Opinion of Murtha, Cullina, Richter
and Pinney
23.1 Consent of Murtha, Cullina,
Richter and Pinney (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney
__________________
(1) Incorporated herein by reference from the Exhibits to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Murtha, Cullina, Richter and Pinney
CityPlace I
185 Asylum Street, 29th Floor
Hartford, Connecticut 06103-3469
June 17, 1997
Accent Color Sciences, Inc.
800 Connecticut Boulevard
East Hartford, CT 06108
Re: 1995 Stock Incentive 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 relating to 1,500,000
shares of Common Stock, no par value, of Accent Color Sciences,
Inc., a Connecticut corporation (the Company"), issuable under
the Company's 1995 Stock Incentive Plan (the "Plan").
We have examined the Restated Certificate of Incorporation
and By-Laws of the Company, and all amendments thereto, and
originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and
shareholders 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 copies,
and the authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the
Company has duly authorized for issuance the shares of its Common
Stock covered by the Registration Statement to be issued under
the Plan, as described in the Registration Statement, and such
shares, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
MURTHA, CULLINA, RICHTER AND PINNEY
By: /s/ Willard F. Pinney, Jr.
Willard F. Pinney, Jr.
A Partner
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 26, 1997, except
for Note 13, which is as of March 27, 1997, appearing on page 16 of
Accent Color Sciences, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
June 16, 1997
Hartford, Connecticut
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
does hereby appoint and constitute Richard J. Coburn and
Norman L. Milliard, and each of them, with full power to act with
or without the other, as his or her agent and attorney-in-fact to
execute in his or her name, place and stead (whether on behalf of
the undersigned individually or as an officer or director of the
Company or otherwise) a Registration Statement on Form S-8 of
Accent Color Sciences, Inc. respecting its 1995 Stock Incentive
Plan, and any and all amendments thereto, including post-
effective amendments, and to file such Registration Statement and
any such amendment thereto with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, the undersigned have executed this
instrument this 9th day of May, 1997.
/s/ Richard J. Coburn /s/ Raymond N. Smith
Richard J. Coburn Raymond N. Smith
/s/ Richard Hodgson /s/ Robert H. Steele
Richard Hogdson Robert H. Steele
/s/ Norman L. Milliard /s/ Peter Teufel
Norman L. Milliard Peter Teufel
/s/ Willard F. Pinney, Jr.
Willard F. Pinney, Jr.
