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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_______________________
PHOTOELECTRON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-3035323
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5 Forbes Road
Lexington, Massachusetts 02421
(Address of Principal Executive Offices, Including Zip Code)
_______________________
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
_______________________
Euan S. Thomson
President and Chief Executive Officer
PHOTOELECTRON CORPORATION
5 Forbes Road
Lexington, Massachusetts 02421
(617) 861-2069
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
_______________________
Copy to:
Timothy B. Bancroft, Esq.
Goulston & Storrs, P.C.
400 Atlantic Avenue
Boston, Massachusetts 02110
(617) 482-1776
_______________________
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
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<S> <C> <C> <C> <C>
Common Stock, 775,000 $4.6875 $3,632,813 $959.06
par value $.01 per
share
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(1) Estimated pursuant to Rule 457(h) and (c) solely for the purpose of
calculating the amount of registration fee based on the average high and low
prices reported on the American Stock Exchange on June 21, 2000.
This registration statement on Form S-8 registers additional securities of the
registrant of the same class as other securities for which a registration
statement on Form S-8 relating to an employee benefit plan of the registrant is
effective. Pursuant to General Instruction E to Form S-8, only the information
required to register additional shares is provided in this registration
statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated in this registration statement
by reference :
(a) The registrant's registration statement on Form S-8, No. 333-
32957, relating to the registrant's 1989 Stock Option Plan,
Employee Stock Purchase Plan and 1996 Equity Incentive Plan.
(b) The registrant's annual report on Form 10-K for the fiscal year
ended January 1, 2000.
(c) The registrant's current report on Form 8-K dated June 20, 2000.
(d) The description of the registrant's common stock in its
registration statement on Form 8-A dated November 29, 1999.
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents.
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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 Lexington, Commonwealth of Massachusetts on this 26th
day of June, 2000.
PHOTOELECTRON CORPORATION
By: Euan S. Thomson
----------------------
Euan S. Thomson
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Euan S. Thomson and Gerald J. Bojas, and each of
them, his true and lawful proxies, attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to (i) act on, sign and file with the Securities and
Exchange Commission any and all amendments to this registration statement,
together with all exhibits thereto, (ii) act, sign and file such certificates,
instruments, agreements and other documents as may be necessary or appropriate
in connection therewith, and (iii) take any and all actions which may be
necessary or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them and his and their substitute or
substitutes, full power and authority to do and perform each and every act and
thing necessary or appropriate to be done in connection therewith, as fully for
all intents and purposes as he might or could do in person, hereby approving,
ratifying and confirming all that such agents, proxies and attorneys-in-fact,
any of them or any of his or their substitute or substitutes may lawfully 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 by the following persons in the capacities and on the
date indicated.
Signature Title Date
--------- ----- ----
Euan S. Thomson President and Chief June 26, 2000
---------------------- Executive Officer
Euan S. Thomson (Principal Executive Officer)
Gerald J. Bojas Chief Financial Officer June 26, 2000
---------------------- (Principal Financial
Gerald J. Bojas Officer and Principal
Accounting Officer)
Peter M. Nomikos Chairman of the Board June 26, 2000
---------------------- of Directors
Peter M. Nomikos
George N. Hatsopoulos Director June 26, 2000
----------------------
George N. Hatsopoulos
Roger D. Wellington Director June 26, 2000
----------------------
Roger D. Wellington
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EXHIBIT INDEX
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Exhibit
Number Description
------ -----------
4.1 Photoelectron Corporation 1996 Equity Incentive Plan (as amended May
27, 1998 and May 17, 2000)
5.1 Opinion of Goulston & Storrs, P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Goulston & Storrs, P.C. (included in opinion
filed as Exhibit 5)
