<PAGE>
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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 04-2495703
(STATE OR OTHERJURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS 01821-3986
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PROMIS SYSTEMS CORPORATION LTD.
AMENDED AND RESTATED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
--------------------
MITCHELL G. TYSON
President and 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
William R. Kolb, 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,
$0.01 par value 270,841 shares (1) $16.7581(2) $4,538,792.00 $1,262.00
- ------------------------- ---------------------- ------------------------ ---------------------- ---------------------
</TABLE>
(1) Represents shares of Common Stock issuable upon exercise of stock
options granted pursuant to the Promis Systems Corporation Ltd. ("Promis")
Amended and Restated Stock Option Plan dated September 30, 1998 (the "Plan").
The registrant has assumed the obligation to issue shares of Common Stock upon
exercise of the stock options issued under the Plan that were exchanged in
connection with the combination of the businesses of the registrant and Promis.
(2) Calculated pursuant to Rule 457(h)(1) based on the weighted average
exercise price per share of the options outstanding under the Plan.
- --------------------------------------------------------------------------------
<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 are incorporated in this registration statement by reference:
(a) PRI's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 (file number 000-24934), as filed with the
Commission on December 22, 1998, as amended by PRI's Form 10-K/A,
as filed with the Commission on February 26, 1999;
(b) PRI's Quarterly Report on Form 10-Q for the quarter ended December
27, 1998;
(c) PRI's Current Report on Form 8-K dated November 25, 1998;
(d) PRI's Current Report on Form 8-K dated December 10, 1998;
(e) PRI's Current Report on Form 8-K dated January 14, 1999;
(f) PRI's Current Report on Form 8-K dated January 29, 1999;
(g) PRI's definitive Proxy Statement used in connection with its 1999
Annual Meeting of Stockholders, as filed with the Commission on
January 27, 1999;
(h) PRI's Current Report on Form 8-K dated January 28, 1999;and
(i) the description of PRI's common stock, par value $0.01 per share,
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, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by PRI 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 PRI by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
<PAGE>
Article 6C of PRI's Restated Articles of Organization provides that PRI
(with certain exceptions) will indemnify and hold harmless to the fullest extent
authorized by the Massachusetts Business Corporation Law each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (hereinafter a "Proceeding"), by reason of the fact
that he or she is or was (a) a director of PRI, (b) an officer of PRI elected or
appointed by the stockholders or the Board of Directors, or (c) serving, at the
request of PRI as evidenced by a vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, as a director,
officer, employee or other agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (such persons described in (a), (b) and (c) are sometimes
hereinafter referred to as "Indemnitees") against all expense, liability, and
loss reasonably incurred by any such Indemnitee in connection therewith. PRI may
also, to the extent authorized by the Board of Directors, grant rights to
indemnification, and to an advancement of expenses, to any employee or agent of
PRI. Notwithstanding the foregoing, if Massachusetts Business Corporation Law
requires, an advancement of expenses incurred by an Indemnitee will be made only
upon delivery to PRI of an undertaking, by or on behalf of such Indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is not further right to appeal that such
Indemnitee is not entitled to be indemnified for such expenses.
The rights under Article 6C may not be amended or terminated so as to
adversely affect an individual's rights with respect to the period prior to such
amendment without the consent of the person entitled to the indemnification
(unless otherwise required by the Massachusetts Business Corporation Law).
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 his action was in
the best interests of the Corporation or to the extent that such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants of such employee benefit plan.
The effect of these provisions would be to authorize such
indemnification by PRI for liabilities arising out of the Securities Act of
1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.4 Promis Systems Corporation Ltd. Amended and Restated Stock Option
Plan dated as of September 30, 1998
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
<PAGE>
24.1 Power of Attorney (contained on the signature page)
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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 (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 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(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 therein, 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.
2. 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 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
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,
<PAGE>
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 8th day of March,
1999.
PRI AUTOMATION, INC.
By:/s/ MITCHELL G. TYSON
-----------------------------------------
Mitchell G. Tyson
President and Chief Executive 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.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Mordechai Wiesler Chairman of the Board, Treasurer and March 8, 1999
- ------------------------------------- Director
Mordechai Wiesler
/s/ Mitchell G. Tyson Chief Executive Officer, President and March 8, 1999
- ------------------------------------- Director (PRINCIPAL EXECUTIVE OFFICER)
Mitchell G. Tyson
/s/ Stephen D. Allison Vice President and Chief Financial March 8, 1999
- ------------------------------------- Officer (PRINCIPAL FINANCIAL AND
Stephen D. Allison ACCOUNTING OFFICER)
/s/ Alexander V. d'Arbeloff Director March 8, 1999
- -------------------------------------
Alexander V. d'Arbeloff
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Boruch B. Frusztajer Director March 8, 1999
- -------------------------------------
Boruch B. Frusztajer
/s/ Amram Rasiel Director March 8, 1999
- -------------------------------------
Amram Rasiel
/s/ Kenneth M. Thompson Director March 8, 1999
- -------------------------------------
Kenneth M. Thompson
</TABLE>
<PAGE>
Exhibit 4.4
PROMIS SYSTEMS CORPORATION LTD.
AMENDED AND RESTATED
STOCK OPTION PLAN
SEPTEMBER 30, 1998
Promis Systems Corporation Ltd. (the "Company") hereby amends and restates
its existing stock option plan (the "Original Plan") for the senior officers,
directors and key employees of the Company and its subsidiaries and
affiliates, as well as any other person or company engaged to provide ongoing
management or consulting services to the Company or to its subsidiaries and
affiliates (collectively, the "Service Providers") as follows, (which amended
and restated plan is hereafter referred to as the "Plan"):
1. DEFINITIONS
As used herein, the following terms shall have the following meanings:
(a) "Affiliate" shall have the meaning ascribed to that term in the
SECURITIES ACT (Ontario);
(b) "Associate" shall have the meaning ascribed to that term in the
SECURITIES ACT (Ontario);
(c) "Common Shares" means the common shares in the capital of the
Company as such shares are subdivided, consolidated, reclassified
or changed, from time to time;
(d) "Insider" means:
(i) an insider as defined in the SECURITIES ACT (Ontario) other
than a person who falls within that definition solely by virtue
of being a director or senior officer of a subsidiary of the
Company; and
(ii) an associate of any person who is an insider by virtue of (i);
(e) "Outstanding Issue" means the number of Common Shares of the
Company that are outstanding immediately prior to the date in
question, excluding shares issued pursuant to Share Compensation
Arrangements over the proceeding twelve (12) month period, and
shall include any other class of participating shares of the
Company outstanding on such date.
<PAGE>
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(f) "Reserved for Issuance" means shares which may be issued in the
future upon the exercise of stock options which have been granted;
(g) "Share Compensation Arrangements" means a stock option, stock
option plan, employee stock purchase plan or any other compensation
or incentive mechanism involving the issuance or potential issuance
of shares to one or more Service Providers including a share purchase
from treasury which is financially assisted by the Company by way of
a loan, guarantee or otherwise; and
(h) "Subsidiary" shall have the meaning ascribed to that term in the
SECURITIES ACT (Ontario).
2. PURPOSE OF THE PLAN
The purpose of the Plan is to develop the interest of certain key Service
Providers in the growth and development of the Company by providing them with
the opportunity, through the granting of share options, to acquire an
increased proprietary interest in the Company.
3. IMPLEMENTATION
The Plan will be implemented in accordance with the terms hereof and will be
structured to comply with the rules of The Toronto Stock Exchange, as amended
from time to time (the "TSE Rules").
4. ADMINISTRATION
The Plan will be administered by the board of directors of the Company (the
"Board") or, in the Board's discretion, by a committee (the "Committee")
appointed by the Board and consisting of not less than three (3) members of
the Board. Subject to the provisions of the Plan, the Board or the Committee
is authorized, in its sole discretion, to make such determinations under and
such interpretations of and take such steps and actions in connection with
the proper administration of the Plan and such rules and regulations
concerning the granting of the options pursuant to the Plan as it may deem
necessary or advisable. No member of the Board or of the Committee will be
liable for any action or determination taken or made in good faith with
respect to the Plan or any options granted under it. Any determination
approved by a majority of the Board or of the Committee will be deemed to be
a determination of that matter by the Board or the Committee, as the case may
be, Members of the Board or the Committee may be granted options under the
Plan.
<PAGE>
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5. NUMBER OF SHARES DEDICATED TO THE PLAN
The Company shall reserve, set aside and make available to the Board or
Committee for the granting of options to eligible grantees up to an aggregate
of 2,150,000 Common Shares, subject to adjustment from time to time provided
that such adjustment receives the necessary approvals in accordance with the
TSE Rules. All options granted under the Plan will conform to all applicable
provisions prescribed by the Plan and to such specific terms and conditions
as may be determined by the Board or the Committee at the time of making each
grant, provided that such terms and conditions are not inconsistent with the
provisions hereof. Common Shares reserved for issuance for which an option is
granted under the Plan but not exercised prior to the termination of such
option, whether through surrender, termination, lapse or otherwise, shall be
available for options thereafter granted by the Board or the Committee under
the Plan. All Common Shares issued pursuant to the exercise of the options
granted under the Plan shall be issued as fully-paid and non-assessable
shares.
6. ELIGIBILITY
The persons who will be eligible to be granted options pursuant to the Plan
("Participants") will be such Service Providers as the Board or the Committee
shall determine. In determining options to be granted to Participants under
the Plan, the Board or Committee will give due consideration to the value of
each such Service Provider's present and potential contribution to the
Company's success or to the success of any affiliate or subsidiary of the
Company.
7. GRANTING OF OPTIONS
(a) Subject to the provisions herein set forth and after review of
recommendations from time to time by management for the granting of
options, the Board or Committee shall, in its sole discretion,
select those Participants to whom share options under the Plan
shall be granted (an "Optionee"), fix the number of Common Shares
to be optioned to each, the date or dates on which such options
shall be granted and the terms and conditions, within the limits
prescribed in paragraph 8, attaching to each option.
(b) Subject to the provisions contained herein, the following
additional provisions shall be applicable to options granted under
the Plan:
(i) a majority of the Common Shares reserved for issuance under the
Plan will or may be issuable to insiders of the Company; and
<PAGE>
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(ii) the number of Common Shares reserved for issuance pursuant
to the Plan, together with all of the Company's other
previously established or proposed Share Compensation
Arrangements, could result, at any time in the number of
Common Shares reserved for issuance under the Plan exceeding
ten percent (10%) of the Outstanding Issue.
8. TERMS AND CONDITIONS OF THE OPTIONS
The terms and conditions of each option granted under the Plan shall be set
forth in an Option Agreement between the Company and the Optionee. Such
Option Agreement shall include the following terms and conditions:
(a) NUMBER OF COMMON SHARES-The Board or the Committee shall, in its
sole discretion, but subject to the TSE Rules, fix the aggregate
number of Common Shares which are the subject of the option.
(b) OPTION PRICE-The Board or the Committee shall fix the option price
per Common Share which shall not be less than the market price per
Common Share at the time of the grant.
For the purposes of this subparagraph (8b), "market price per
Common Share" at the time of grant means the closing price in
Canadian dollars on The Toronto Stock Exchange (or if not then
traded on such exchange, the closing market price on the
over-the-counter market in Toronto) of the Common Shares one
trading day prior to the date the option is granted by the
Board or the Committee and if there be no sale on such trading day,
then the average of the closing bid and ask prices on such trading
day provided that if the Common Shares are not then traded on any
public market, the Board in its sole discretion (but subject to
compliance with the TSE rules) shall determine "market price per
Common Shares" at the time of grant.
(c) PAYMENT-The full purchase price for the Common Shares purchased
under the option shall be paid for in cash upon the exercise
thereof. An Optionee who is not already a shareholder shall have
none of the rights of a shareholder of the Company until Common
Shares issuable pursuant to this option are issued to him.
(d) TERM OF OPTION-The Board or the Committee shall fix the term of
the option which term shall not be for more than ten (10) years
from the date the option is granted, subject to subparagraphs
(e), (f) and (g) of this paragraph 8.
<PAGE>
-5-
(e) DEATH OF OPTIONEE - In the event of the death of the Optionee while
in the employment of the Company or an affiliate of the Company
prior to the end of the term of the option, the Optionee's legal
representative may:
(i) exercise the option to the extent that the Optionee was
entitled to do so at the date of his death at any time up to
and including, but not after, a date one year following the
date of death of the Optionee, or prior to the close of
business on the day of the expiry of the term of the option,
whichever is earlier; and
(ii) with the prior written consent of the Board or the Committee,
exercise the option to purchase all or any of the optioned
shares as the Board or the Committee may designate but not
exceeding the number of optioned shares that the Optionee
would have been entitled to otherwise had he survived. The
option may be exercised at any time, up to and including, but
not after, the date one year following the death of the
Optionee, except that in no event may the option be exercised
subsequent to ten (10) years from the date of the grant.
(f) RESIGNATION OR DISCHARGE FOR CAUSE OF OPTIONEE - In the event of the
resignation of the Optionee as an employee of the Company or an
affiliate of the Company, or the discharge for "cause" of the
Optionee as an employee of the Company or a subsidiary or affiliate
of the Company during the duration of the option, the option shall
in all respects cease and terminate. For the purposes of the Plan,
the determination by the Company that the Optionee was discharged
for "cause" shall be binding on the Optionee.
(g) Other Termination Of Optionee - In the event of the termination of
employment of the Optionee with the Company or a subsidiary or
affiliate of the Company, other than as referred to in paragraphs
(e) and (f) above, the Optionee may:
(i) exercise the option to the extent that he was entitled to do
so at the time of such termination of employment, at any time
up to an including, but not after, a date three (3) months
following the date of the said termination of employment, or
prior to the close of business on the expiry of the term of
the option, whichever is earlier; and
(ii) with the prior written consent of the Board or the Committee,
which consent may be withheld in the Company's sole
discretion, exercise the option to purchase all or any of the
option shares as the Board or the Committee may designate but
not exceeding the number of optioned shares that he would have
been entitled to otherwise had his employment with the Company
or a subsidiary or affiliate of the Company been maintained
for the term of the option. The option may be exercised at any
<PAGE>
-6-
time up to and including, but not after, a date three (3)
months following the date of the said termination of
employment, or prior to the close of business on the expiry
of the term of the option, whichever is earlier.
(h) NON-TRANSFERABILITY OF OPTION - The options granted under the Plan
may not be assigned, encumbered or otherwise disposed of by the
Optionee, provided that nothing herein shall operate to restrict the
transfer of any Common Shares issued pursuant to the exercise of a
particular option granted under the Plan.
(i) EXERCISE OF OPTION - Subject to the provisions of the Plan, an option
granted under the Plan shall be exercised from time to time by the
Optionee, or in the event of death, by his legal representatives by
giving notice in writing addressed to the Company at its registered
office, to the attention of the Secretary of the Company, specifying
the number of optioned shares in respect of which such notice is being
given, together with payment by cash or certified cheque in full of
the purchase price for the shares being purchased.
9. ADJUSTMENTS IN EVENT OF CHANGE IN STRUCTURE OF CAPITAL
Appropriate adjustments in the number of Common Shares optioned and in the
option price per Common Share, relating to options granted or to be granted,
shall be made by the Board or the Committee, in its sole discretion, to give
effect to adjustments in the number of Common Shares of the Company
resulting, subsequent to the approval of the Plan by the shareholders of the
Company from any subdivisions, consolidations or reclassification of the
Common Shares of the Company, or other relevant changes in the capital
structure of the Company, or the payment of stock dividends by the Company.
10. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board may amend the Plan at any time subject to compliance with the
applicable TSE Rules.
11. LIMIT TO GRANTS TO ONE PERSON
The number of Common Shares reserved for issuance to any one person pursuant
to the grant of options under the Plan or otherwise may not exceed 5% of the
Outstanding Issue.
<PAGE>
-7-
12. MISCELLANEOUS
(a) No Rights as a Shareholder
Nothing contained in the Plan nor in any option granted hereunder
shall be deemed to give any Optionee any interest or title in or to
any Common Shares of the Company or any rights as a shareholder of
the Company or any other legal or equitable right against the
Company whatsoever other than as set forth in the Plan and pursuant
to the exercise of any option.
(b) Employment
Nothing contained in the Plan shall confer upon any Participant any
right with respect to employment or continuance of employment with
the Company or any affiliate, or interfere in any way with the right
of the Company or any affiliate thereof to terminate such employment
at any time. Participation in the Plan by a Participant is voluntary.
(c) Record Keeping
The Company shall maintain a register in which shall be recorded:
(i) the name and address of each Participant; and
(ii) the number of options granted to a Participant and the number
of options outstanding.
(d) Administration of the Plan
The Board or the Committee is authorized to interpret the Plan from
time to time and to adopt, amend and rescind rules and regulations
for carrying out such Plan. The interpretation and construction
of any provision of the Plan by the Board or the Committee shall
be final and conclusive. Administration of the Plan shall be the
responsibility of the appropriate officers of the Company and all
costs in respect thereof shall be paid by the Company.
(e) Income Taxes
As a condition of and prior to participation in the Plan a
Participant shall authorize the Company in written form to
withhold from any remuneration otherwise payable to such
Participant any amounts required by any taxing authority to be
withheld for taxes of any kind as a consequence of such
participation in the Plan.
<PAGE>
-8-
(f) No Representation or Warranty
The Company makes no representation or warranty as to the future
market value of any Common Shares issued in accordance with the
provisions of the Plan.
(g) Interpretation
The Plan will be governed by an construed in accordance with the
laws of the Province of Ontario
(h) No Financial Assistance
The Company shall provide no financial assistance to any
Participants in connection with their participation in the Plan.
(i) Compliance with Applicable Law, etc.
If any provision of the Plan or any agreement entered into
pursuant to the Plan contravenes any law or any order, policy,
by-law or regulation of any regulatory body or stock exchange
having authority over the Company or the Plan then such provision
shall be deemed to be amended to the extent required to bring such
provision into compliance therewith. Subject to compliance with
applicable securities legislation, grants of options pursuant to the
Plan may be made prior to the receipt of the necessary approvals
required by the TSE Rules provided that the option agreements
evidencing such grants shall specify that they shall not be
exercisable, in whole or in part, unless such approvals are
received.
(j) Option Pricing and Undisclosed Material Information
Option exercise prices shall not be determined hereunder based upon
market prices which are not reflective of material information of
which management is aware but which has not been publicly disclosed
in accordance with applicable securities legislation unless the
grantee is neither an employee nor an Insider of the Company or its
affiliates at the time the exercise price is determined.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FOLEY HOAG & ELIOT LLP]
March 9, 1999
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 270,841 shares (the
"Shares") of its common stock, par value $0.01 per share (the "Common
Stock"), issuable upon exercise of stock options granted pursuant to the
Promis Systems Corporation Ltd. ("Promis") Amended and Restated Stock Option
Plan dated as of September 30, 1998 (the "Stock Option Plan").
In arriving at the opinion expressed below, we have examined and relied
on the following documents:
1. The Restated Articles of Organization, as amended, and the
Amended and Restated By-Laws of the Company.
2. The records of meetings and consents of the Board of Directors
and stockholders of the Company and Promis provided to us by the
Company.
3. The Stock Option Plan.
4. The Combination Agreement dated as of November 24, 1998 between
the Company, 1325949 Ontario Inc. and Promis.
5. The Articles of Arrangement of Promis as filed with the
Director, Industry
<PAGE>
PRI Automation, Inc.
March 9, 1999
Page 2
Canada under section 192 of the Canadian Business Corporations
Act.
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.
2. The Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares.
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 relating
thereto and the Stock Option Plan, the Shares will be legally
issued, fully paid and non-assessable.
We here 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/ William R. Kolb
-------------------------
a Partner
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of PRI Automation, Inc. (the "Company") to register
270,841 shares of Common Stock of our report dated November 13, 1998, except
for the information in the first paragraph of Note K and Note T which is as
of December 18, 1998 and November 24, 1998, respectively, on our audits of
the consolidated financial statements of the Company as of September 30, 1998
and 1997, and for each of the three years in the period ended September 30,
1998, which report is included in the Company's 1998 Annual Report on Form
10-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 8, 1999
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of PRI Automation, Inc. pertaining to the Promis Systems
Corporation LTD. Amended and Restated Stock Option Plan of our report dated
November 19, 1997, with respect to the combined financial statements of the
Equipe Combined Companies, incorporated by reference in its Annual Report
(Form 10-K) for the year ended September 30, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
March 8, 1999
