<PAGE>
Registration No. 333- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRI Automation, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
04-2495703
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
805 Middlesex Turnpike, Billerica, Massachusetts 01821-3986
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Non-Statutory Stock Options
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Mordechai Wiesler
Chief Executive Officer
PRI Automation, Inc.
805 Middlesex Turnpike
Billerica, Massachusetts 01821-3986
- --------------------------------------------------------------------------------
(Name and Address of Agent For Service)
(978) 670-4270
- --------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
WITH COPIES TO:
Robert L. Birnbaum, Esquire
Robert W. Sweet, Jr., Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 129,646
$0.01 par value shares (1) $10.88 (2) $1,410,855.93 $417.00
================================================================================
</TABLE>
(1) Represents shares of Common Stock issuable upon exercise of certain
non-statutory stock options (the "Options") granted by Equipe Technologies, Inc.
("Equipe") to employees of Equipe. The Company has or will assume the Options in
connection with its acquisition of Equipe.
(2) Pursuant to Rule 457(h)(1), represents the weighted average per share
exercise price of the Options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by reference:
(a) PRI Automation, Inc.'s (the "Company's") Annual Report on Form 10-K for
the fiscal year ended September 30, 1997 (file number 0-24934) as filed with the
Commission on December 29, 1997; and
(b) the description of the common stock, par value $0.01 per share, of the
Company contained in the Registration Statement on Form 8-A filed with the
Commission on October 12, 1994 under Section 12 of the Securities Exchange Act
of 1934 (the "Exchange Act"), including any amendment or description filed for
the purpose of updating such description.
All documents subsequently filed by the Company 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 securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereby is being passed upon for
the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers.
Article 6 of the Company's Restated Articles of Organization provides that
the Company shall indemnify each person who is or was a director, officer,
employee or other agent of the Company, and each person who is or was serving at
the request of the Company as a director, trustee, officer, employee or other
agent of another organization in which it directly or indirectly owns shares or
of which it is directly or indirectly a creditor, against all liabilities, costs
and expenses reasonably incurred by any such persons in connection with the
defense or disposition of or otherwise in connection with or resulting from any
action, suit or other proceeding in which they may be involved by reason of
being or having been such a director, officer, employee, agent or trustee, or by
reason of any action taken or not taken in such capacity, except with respect to
any matter as to which such
<PAGE>
person shall have been finally adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the Company. The provisions in the Company's articles
pertaining to indemnification may not be amended and no provision inconsistent
therewith may be adopted without the approval of either the Board of Directors
or the holders of at least a majority of the voting power of the Company.
Section 67 of Chapter 156B of the Massachusetts Business Corporation Law
authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that such action was in
the best interests of the corporation.
The effect of these provisions would be to permit such indemnification by
the Company for liabilities arising out of the Securities Act of 1933, as
amended (the "Securities Act").
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.4 Form of Stock Option Agreement
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
Item 9. Undertakings.
1. 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 herein, and the
offering of such securities at all times shall be deemed to be the initial bona
fide offering thereof.
2. The undersigned registrant hereby undertakes that,
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
<PAGE>
(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 (a)(i) and (a)(ii) do not apply if 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 Section 15(d) of the
Exchange Act that are incorporated by reference herein.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Billerica, Massachusetts, on this 28th day of
January, 1998.
PRI AUTOMATION, INC.
By: /s/ Stephen D. Allison
------------------------------------------
Stephen D. Allison
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Mordechai Wiesler, Mitchell G. Tyson and Stephen
D. Allison, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or any of them, may deem necessary or advisable to be done in connection
with this Registration Statement, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes
for him, any or all of them, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of January 28, 1998.
Signature Title
- --------- -----
/s/ Mordechai Wiesler Chief Executive Officer, Treasurer and
- -------------------------- Director (Principal Executive Officer)
Mordechai Wiesler
/s/ Mitchell G. Tyson President, Chief Operating Officer and
- -------------------------- Director (Principal Operating Officer)
Mitchell G. Tyson
/s/ Stephen D. Allison Chief Financial Officer
- -------------------------- (Principal Financial and Accounting
Stephen D. Allison Officer)
/s/ Alexander V. d'Arbeloff Director
- --------------------------
Alexander V. d'Arbeloff
/s/ Boruch B. Frusztajer Director
- --------------------------
Boruch B. Frusztajer
/s/ Amram Rasiel Director
- --------------------------
Amram Rasiel
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Form of Stock Option Agreement
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
</TABLE>
<PAGE>
EXHIBIT 4.1
EQUIPE TECHNOLOGIES
NOTICE OF GRANT OF STOCK OPTION
-------------------------------
Notice is hereby given of the following stock option grant (the "Option")
to purchase shares of the Common Stock of Equipe Technologies (the
"Corporation"):
Optionee:
--------
Grant Date:
----------
Exercise Price:
--------------
Number of Option Shares:
-----------------------
Expiration Date:
---------------
Type of Option: Non-Statutory Stock Option
--------------
Exercise Schedule: The Option shall become exercisable for all the Option
-----------------
Shares immediately upon the Optionee's completion of years of
Service measured from the Grant Date:
Optionee agrees to be bound by the terms of the Option as set forth in the
Stock Option Agreement attached hereto as Exhibit A. Optionee understands that
any Option Shares purchased under the Option will be subject to the terms set
forth in the Stock Purchase Agreement attached hereto as Exhibit B. All
capitalized terms in this Notice shall have the meaning assigned to them in this
Notice or in the attached Stock Option Agreement.
DATED AS OF:
EQUIPE TECHNOLOGIES
By:
-----------------------------
Title:
-----------------------------
------------------------------------
, OPTIONEE
Address:
---------------------------
------------------------------------
ATTACHMENTS: Exhibit A - Stock Option Agreement
- ----------- Exhibit B - Stock Purchase Agreement
<PAGE>
EXHIBIT A
---------
STOCK OPTION AGREEMENT
<PAGE>
EQUIPE TECHNOLOGIES
STOCK OPTION AGREEMENT
----------------------
RECITALS
- --------
A. The Board has approved the issuance of options to purchase Common
Stock of the Corporation for the purpose of retaining the services of selected
individuals in the employ or service of the Corporation (or any Parent or
Subsidiary).
B. Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary) and is to receive a stock option grant in connection with
the performance of such services.
C. All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. The Corporation hereby grants to Optionee, as of
---------------
the Grant Date, a non-statutory option to purchase up to the number of Option
Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
Exercise Price.
2. Option Term. This option shall have a term of ten (10) years
-----------
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.
3. Limited Transferability. During Optionee's lifetime, this option
-----------------------
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.
4. Dates of Exercise. This option shall become exercisable for the
-----------------
Option Shares in one or more installments as specified in the Grant Notice. As
the option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.
5. Cessation of Service. The option term specified in Paragraph 2
--------------------
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:
<PAGE>
(a) Should Optionee cease to remain in Service for any reason (other
than death, Disability or Misconduct) while this option is outstanding, then
Optionee shall have a period of three (3) months (commencing with the date of
such cessation of Service) during which to exercise this option, but in no
event shall this option be exercisable at any time after the Expiration Date.
(b) Should Optionee die while this option is outstanding, then the
personal representative of Optionee's estate or the person or persons to whom
the option is transferred pursuant to Optionee's will or in accordance with the
laws of descent and distribution shall have the right to exercise this option.
Such right shall lapse, and this option shall cease to be outstanding, upon the
earlier of (i) the expiration of the twelve (12)-month period measured from the
- -------
date of Optionee's death or (ii) the Expiration Date.
(c) Should Optionee cease Service by reason of Disability while this
option is outstanding, then Optionee shall have a period of twelve (12) months
(commencing with the date of such cessation of Service) during which to exercise
this option. In no event, however, shall this option be exercisable at any time
after the Expiration Date.
(d) During the limited period of post-Service exercisability, this
option may not be exercised in the aggregate for more than the number of
Option Shares for which the option is exercisable at the time of Optionee's
cessation of Service. Upon the expiration of such limited exercise period or (if
earlier) upon the Expiration Date, this option shall terminate and cease to be
outstanding for any otherwise exercisable Option Shares for which the option has
not been exercised. However, to the extent this option is not exercisable for
one or more Option Shares at the time of Optionee's cessation of Service, this
option shall immediately terminate and cease to be outstanding with respect to
those shares.
(e) Should the Optionee's Service be terminated for Misconduct, then
this option shall immediately terminate and cease to be outstanding.
6. Corporate Transaction.
---------------------
(a) In the event of any Corporate Transaction, this option shall be
assumed by the successor corporation (or parent thereof), and this option shall
be appropriately adjusted, immediately after such Corporate Transaction, to
apply to the number and class of securities which would have been issuable to
Optionee in consummation of such Corporate Transaction had the option been
exercised immediately prior to such Corporate Transaction, and appropriate
adjustments shall also be made to the Exercise Price, provided the aggregate
--------
Exercise Price shall remain the same.
(b) This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.
2
<PAGE>
7. Adjustment in Option Shares. Should any change be made to the
---------------------------
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.
8. Shareholders Rights. The holder of this option shall not have any
-------------------
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.
9. Manner of Exercising Option.
---------------------------
(a) In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:
(i) Execute and deliver to the Corporation a Purchase
Agreement for the Option Shares for which the option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased
shares in cash or check made payable to the Corporation.
Should the Common Stock (or any other class of securities for
which this option becomes exercisable) be registered under Section 12
of the 1934 Act at the time the option is exercised, then the Exercise
Price may also be paid as follows:
(A) in shares of Common Stock (or any other Section 12
registered securities for which this option is at the time
exercisable) held by Optionee (or any other person or persons
exercising the option) for the requisite period necessary to avoid a
charge to the Corporation's earnings for financial reporting purposes
and valued at Fair Market Value on the Exercise Date; or
(B) through a special sale and remittance procedure
pursuant to which Optionee (or any other person or persons exercising
the option) shall concurrently provide irrevocable instructions (a) to
a Corporation-designated brokerage firm to effect the immediate sale
of the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover
the aggregate Exercise Price payable for the purchased shares plus all
3
<PAGE>
applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such
exercise and (b) to the Corporation to deliver the certificates
for the purchased shares directly to such brokerage firm in order
to complete the sale.
(iii) Furnish to the Corporation appropriate
documentation that the person or persons exercising the option (if
other than Optionee) have the right to exercise this option.
(iv) Execute and deliver to the Corporation such
written representations as may be requested by the Corporation in
order for it to comply with the applicable requirements of Federal and
state securities laws.
(v) Make appropriate arrangements with the
Corporation (or Parent or Subsidiary employing or retaining Optionee)
for the satisfaction of all Federal, state and local income and
employment tax withholding requirements applicable to the option
exercise.
(b) As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.
(c) In no event may this option be exercised for any
fractional shares.
10. Compliance with Laws and Regulations.
------------------------------------
(a) The exercise of this option and the issuance of the
Option Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange (or the Nasdaq
National Market, if applicable) on which the Common Stock may be listed for
trading at the time of such exercise and issuance.
(b) The inability of the Corporation to obtain approval from
any regulatory body having authority deemed by the Corporation to be necessary
to the lawful issuance and sale of any Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to the non-issuance
or sale of the Common Stock as to which such approval shall not have been
obtained. The Corporation, however, shall use its best efforts to obtain all
such approvals.
11. Successors and Assigns. Except to the extent otherwise
----------------------
provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Corporation and its successors and
assigns and Optionee, Optionee's assigns and the legal representatives, heirs
and legatees of Optionee's estate.
4
<PAGE>
12. Notices. Any notice required to be given or delivered to the
-------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
13. Construction. All decisions of the Board with respect to any
------------
question or issue arising under this Agreement shall be conclusive and binding
on all persons having an interest in this option.
14. Governing Law. The interpretation, performance and enforcement of
-------------
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
5
<PAGE>
APPENDIX
--------
The following definitions shall be in effect under the Agreement:
A. Agreement shall mean this Stock Option Agreement.
---------
B. Board shall mean the Corporation's Board of Directors.
-----
C. Code shall mean the Internal Revenue Code of 1986, as amended.
----
D. Common Stock shall mean the Corporation's common stock.
------------
E. Corporate Transaction shall mean either of the following
---------------------
shareholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or
(ii) the sale, transfer or other disposition of all or substantially
all of the Corporation's assets in complete liquidation or dissolution of
the Corporation.
F. Corporation shall mean Equipe Technologies, a California corporation.
-----------
G. Disability shall mean the inability of Optionee to engage in any
----------
substantial gainful activity by reason of any medically determinable physical or
mental impairment and shall be determined by the Plan Administrator on the basis
of such medical evidence as the Plan Administrator deems warranted under the
circumstances.
H. Employee shall mean an individual who is in the employ of the
--------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.
I. Exercise Date shall mean the date on which the option shall have been
-------------
exercised in accordance with Paragraph 9 of the Agreement.
J. Exercise Price shall mean the exercise price per share as specified
--------------
in the Grant Notice.
A-1
<PAGE>
K. Expiration Date shall mean the date on which the option expires as
---------------
specified in the Grant Notice.
L. Grant Date shall mean the date of grant of the option as specified in
----------
the Grant Notice.
M. Grant Notice shall mean the Notice of Grant of Stock Option
------------
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.
N. Misconduct shall mean the commission of any act of fraud, embezzlement
----------
or dishonesty by the Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of Optionee or any other
person in the Service of the Corporation (or any Parent or Subsidiary).
O. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
--------
P. Non-Statutory Option shall mean an option not intended to satisfy the
--------------------
requirements of Code Section 422.
Q. Option Shares shall mean the number of shares of Common Stock subject
-------------
to the option.
R. Optionee shall mean the person to whom the option is granted as
--------
specified in the Grant Notice.
S. Parent shall mean any corporation (other than the Corporation) in an
------
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
T. Purchase Agreement shall mean the stock purchase agreement in
------------------
substantially the form of Exhibit B to the Grant Notice.
U. Service shall mean the Optionee's performance of services for the
-------
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a
non-employee member of the board of directors or a consultant.
A-2
<PAGE>
V. Subsidiary shall mean any corporation (other than the Corporation) in
----------
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
A-3
<PAGE>
EXHIBIT B
---------
STOCK PURCHASE AGREEMENT
<PAGE>
EQUIPE TECHNOLOGIES
STOCK PURCHASE AGREEMENT
------------------------
AGREEMENT made as of this __ day of __________ 19__, by and between
Equipe Technologies, a California corporation (the "Corporation"), and
__________________________________________________, the holder of a stock option
to purchase shares of the Corporation's common stock ("Optionee").
The securities subject to this Agreement are being issued in connection
with the Optionee's performance of services for the Corporation and not for
capital-raising purposes or in connection with capital-raising activities.
All capitalized terms in this Agreement shall have the meaning assigned
to them in this Agreement or in the attached Appendix.
A. EXERCISE OF OPTION
------------------
1. Exercise. Optionee hereby purchases ____________ shares of
--------
Common Stock (the "Purchased Shares") pursuant to that certain option (the
"Option") granted Optionee on __________________, 199_ (the "Grant Date") to
purchase up to __________________ shares of Common Stock at the exercise price
of $________ per share (the "Exercise Price").
2. Payment. Concurrently with the delivery of this Agreement to
-------
the Corporation, Optionee shall pay the Exercise Price for the Purchased Shares
in accordance with the provisions of the Option Agreement and shall deliver
whatever additional documents may be required by the Option Agreement as a
condition for exercise.
3. Shareholder Rights. Upon execution of this Agreement and
------------------
payment of the Exercise Price for the Purchased Shares, Optionee (or any
successor in interest) shall have all the rights of a shareholder (including
voting, dividend and liquidation rights) with respect to those Purchased Shares.
THE SALE OF THE SHARES SUBJECT TO THIS AGREEMENT HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE
ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE
SALE OF SUCH SHARES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR
25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UNLESS THE SALE IS SO EXEMPT.
<PAGE>
B. SECURITIES LAW COMPLIANCE
-------------------------
1. Restricted Securities. The Purchased Shares have not been
---------------------
registered under the 1933 Act and are being issued to Optionee in reliance upon
the exemption from such registration provided by SEC Rule 701 for stock
issuances pursuant to compensatory arrangements. Optionee hereby confirms that
Optionee has been informed that the Purchased Shares are restricted securities
under the 1933 Act and may not be resold or transferred unless the Purchased
Shares are first registered under the Federal securities laws or unless an
exemption from such registration is available. Accordingly, Optionee hereby
acknowledges that Optionee is prepared to hold the Purchased Shares for an
indefinite period and that Optionee is aware that SEC Rule 144 issued under the
1933 Act which exempts certain resales of unrestricted securities is not
presently available to exempt the resale of the Purchased Shares from the
registration requirements of the 1933 Act.
2. Representations and Warranties of Optionee. Optionee hereby
------------------------------------------
represents and warrants that:
(i) The Purchased Shares are being acquired for investment
purposes only for the Optionee's own account, and not as a nominee or
agent, and not with a view to the resale or distribution of all or any
part of the Purchased Shares. Optionee is prepared to hold the Purchased
Shares for an indefinite period and has no present intention of selling,
granting any participating interest in, or otherwise distributing any of
the Purchased Shares. Optionee does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant a
participating interest in, any of the Purchased Shares.
(ii) Optionee has a preexisting personal or business
relationship with either the Corporation or certain Board members or
officers of the Corporation which is a nature and duration sufficient to
make Optionee aware of the character, business acumen and general business
and financial circumstances of the Corporation and/or such Board members
or officers. In addition, Optionee has been furnished with, and has had
access to, such information concerning the Corporation's business,
management and financial condition as he or she considers necessary or
appropriate for deciding whether to invest in the Purchased Shares, and
Optionee has had an opportunity to ask questions and receive answers from
the Corporation regarding the terms and conditions of the issuance of the
Purchased Shares.
(iii) Optionee is able to fend for him or herself in the
transactions contemplated by this Agreement, can bear the economic risk of
investment in the Purchased Shares and has such knowledge and experience
in financial or business matters to be capable of evaluating the merits
and risks of the
2
<PAGE>
investment in the Purchased Shares. Optionee is fully aware of: (i) the
speculative nature of the investment in the Purchased Shares; (ii) the
financial risk involved; (iii) the lack of liquidity for the Purchased
Shares and (iv) the transfer restrictions applicable to the Purchased
Shares.
3. Restrictions on Disposition of Purchased Shares. Optionee shall
-----------------------------------------------
make no disposition of the Purchased Shares (other than a Permitted Transfer)
unless and until Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that (a) the
proposed disposition does not require registration of the Purchased Shares under
the 1933 Act or (b) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or any exemption from registration
available under the 1933 Act (including Rule 144) has been taken.
4. Restrictive Legends. The stock certificates for the Purchased
-------------------
Shares shall be endorsed with the following restrictive legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may not be sold or
offered for sale in the absence of (a) an effective registration statement
for the shares under such Act, (b) a no `action' letter of the Securities
and Exchange Commission with respect to such sale or offer or (c)
satisfactory assurances to the Corporation that registration under such Act
is not required with respect to such sale or offer."
C. GENERAL PROVISIONS
------------------
1. No Employment or Service Contract. Nothing in this Agreement or
---------------------------------
in the Plan shall confer upon Optionee any right to continue in the
Corporation's employ or service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's employment or service at any time for any reason, with or without
cause.
2. Optionee Undertaking. Optionee hereby agrees to take whatever
--------------------
additional action and execute whatever additional documents the Corporation may
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Optionee or the Purchased Shares
pursuant to the provisions of this Agreement.
3. Agreement is Entire Contract. This Agreement constitutes the
----------------------------
entire contract between the parties hereto with regard to the subject matter
hereof.
4. Governing Law. This Agreement shall be governed by, and construed
-------------
in accordance with, the laws of the State of California without resort to that
State's conflict-of-laws rules.
3
<PAGE>
5. Counterparts. This Agreement may be executed in counterparts, each
------------
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
6. Successors and Assigns. The provisions of this Agreement shall
----------------------
inure to the benefit of, and be binding upon, the Corporation and its successors
and assigns and upon Optionee, Optionee's permitted assigns and the legal
representatives, heirs and legatees of Optionee's estate, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.
EQUIPE TECHNOLOGIES
By:
---------------------------------
Title:
------------------------------
Address:
----------------------------
------------------------------------
------------------------------------
OPTIONEE
Address:
----------------------------
------------------------------------
4
<PAGE>
APPENDIX
--------
The following definitions shall be in effect under the Agreement:
A. Agreement shall mean this Stock Purchase Agreement.
---------
B. Board shall mean the Corporation's Board of Directors.
-----
C. Common Stock shall mean the Corporation's common stock.
------------
D. Corporation shall mean Equipe Technologies, a California corporation.
-----------
E. Exercise Price shall have the meaning assigned to such term in
--------------
Paragraph A.1.
F. Grant Date shall have the meaning assigned to such term in Paragraph
----------
A.1.
G. 1933 Act shall mean the Securities Act of 1933, as amended.
--------
H. Option shall have the meaning assigned to such term in Paragraph A.1.
------
I. Option Agreement shall mean all agreements and other documents
----------------
evidencing the Option.
J. Optionee shall mean the person to whom the Option is granted.
--------
K. Purchased Shares shall have the meaning assigned to such term in
----------------
Paragraph A.1.
L. SEC shall mean the Securities and Exchange Commission.
---
<PAGE>
EXHIBIT 5.1
January 28, 1998
PRI Automation, Inc.
805 Middlesex Turnpike
Billerica, Massachusetts 01821-3986
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by PRI Automation, Inc., a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 129,646 shares (the "Shares") of its
Common Stock, par value $0.01 per share ("Common Stock"), issuable pursuant to
certain Non-Statutory Stock Option Agreements granted by Equipe Technologies,
Inc. ("Equipe") to Plamen Velikov, Konstantin Samoray, Craig Chidlow, Robert
J. de Neve, Izya Kremerman, Jan Sproghe and Greg Cook, each of which agreements
has been assumed by the Company in connection with its acquisition of Equipe
(collectively, the "Options").
In arriving at the opinions expressed below, we have examined and relied on
the following documents: (a) the Restated Articles of Organization of the
Company, as amended, and the Amended and Restated By-Laws of the Company; (b)
the records of meetings and consents of the Board of Directors and stockholders
of the Company provided to us by the Company; and (c) the Options. In addition,
we have examined and relied on the originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and
such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the
Shares in accordance with the S-8 Registration Statement;
<PAGE>
PRI Automation, Inc.
January 28, 1998
Page 2
2. The Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares; and
3. When certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the exercise price for the
Shares as described in the Options, the Shares will be validly and legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /S/ Robert W. Sweet, Jr.
---------------------------
A Partner
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement of
PRI Automation, Inc. (the "Company") on Form S-8 of our report dated November
12, 1997, on our audits of the consolidated financial statements of the Company
as of September 30, 1997 and 1996, and for each of the three years in the period
ended September 30, 1997, which report is included in the Company's 1997 Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 28, 1998
