<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 04-2495703
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
805 MIDDLESEX TURNPIKE
BILLERICA, MASSACHUSETTS 01821
COMMOTION TECHNOLOGY, INC. 1998 FLEXIBLE STOCK INCENTIVE PLAN
COMMOTION TECHNOLOGY, INC. 2000 FLEXIBLE STOCK INCENTIVE PLAN
(Full Titles of the Plans)
MITCHELL G. TYSON
CHIEF EXECUTIVE OFFICER
PRI AUTOMATION, INC.
805 MIDDLESEX TURNPIKE
BILLERICA, MASSACHUSETTS 01821
(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, Esq.
William R. Kolb, Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES AMOUNT MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE OFFERING PRICE FEE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.01 par value 12,548 shares $0.73(1) $9,160.04 $3
--------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value 3,600 shares $2.03(2) $7,308.00 $2
--------------------------------------------------------------------------------------------------------------------
Total 16,148 shares $16,468.04 $5
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For shares issuable upon the exercise of stock options granted pursuant
to the Commotion Technology, Inc. 1998 Flexible Stock Incentive Plan
(the "1998 Plan") outstanding as of November 13, 2000, estimated
pursuant to Rule 457(h) based on the weighted average exercise price of
such options.
(2) For shares issuable upon the exercise of stock options granted under
the Commotion Technology, Inc. 2000 Flexible Stock Incentive Plan (the
"2000 Plan") outstanding as of November 13, 2000, estimated pursuant to
Rule 457(h) based on the weighted average exercise price of such
options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by PRI Automation, Inc. (the "Company")
are incorporated in this registration statement by reference:
(a) the Company's annual report, as amended, on Form 10-K for the
fiscal year ended September 30, 1999;
(b) the Company's quarterly reports on Form 10-Q for the quarters ended
January 2, 2000, April 2, 2000 and July 2, 2000;
(c) the description of the Company's Common Stock 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 the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 shares offered hereby will be passed upon for the
Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6C of the Company's Restated Articles of Organization provides
that the Company (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 the Company, (b)
an officer of the Company elected or appointed by the stockholders or the Board
of Directors, or (c) serving, at the request of the Company 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
an "Indemnitee") against all expense, liability, and loss reasonably incurred by
any such Indemnitee in connection therewith. The Company 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 the Company.
Notwithstanding the foregoing, if Massachusetts Business Corporation Law
requires, an advancement of expenses incurred by an Indemnitee will be made only
upon delivery to the Company 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.
-2-
<PAGE>
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 the Company for liabilities arising out of the Securities Act
of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. CONSULTANTS AND ADVISORS.
Not applicable.
ITEM 9. EXHIBITS.
4.1 Restated Articles of Organization (filed as Exhibit 3.5 to the
Company's registration statement on Form S-1, File No.
33-81836, and incorporated herein by reference).
4.2 Articles of Amendment to Restated Articles of Organization
(filed as Exhibit 3.6 to the Company's quarterly report on
Form 10-Q, for the period ended March 30, 1997, File No.
000-24934 and incorporated herein by reference).
4.3 Articles of Amendment to Restated Articles of Organization
(filed as Exhibit 3.7 to the Company's quarterly report on
Form 10-Q, for the quarterly period ended December 28, 1997,
File No. 000-24934, and incorporated herein by reference.)
4.4 Articles of Amendment to Restated Articles of Organization.
(filed as Exhibit 4.4 to the Company's Registration Statement
on Form S-3, File No. 333-34584, and incorporated herein by
reference).
4.5 Amended and Restated By-Laws of the Company (filed as Exhibit
3.4 to the Company's registration statement on Form S-1, File
No. 33-81836, and incorporated herein by reference).
4.6 Commotion Technology, Inc. 1998 Flexible Stock Incentive Plan.
4.7 Commotion Technology, Inc. 2000 Flexible Stock Incentive Plan.
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 the final
sentence of Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
-3-
<PAGE>
ITEM 10. 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 of 1933;
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(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 1(a)(i) and 1(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 by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference herein.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Billerica, state of Massachusetts, on this 13th day
of November, 2000.
PRI AUTOMATION, INC.
By: /s/ Mitchell G. Tyson
-----------------------
Mitchell G. Tyson
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,
Robert L. Birnbaum, and William R. Kolb, 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 Securities and Exchange 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 either 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or any substitute or substitutes for either or both of
them, 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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Mordechai Wiesler Chairman of the Board November 13, 2000
--------------------------- and Director
Mordechai Wiesler
/s/ Mitchell G. Tyson President, Chief Executive November 13, 2000
--------------------------- Officer and Director
Mitchell G. Tyson (Principal Executive Officer)
/s/ Cosmo S. Trapani Chief Financial Officer November 13, 2000
--------------------------- (Principal Financial
Cosmo S. Trapani and Accounting Officer)
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Boruch B. Frusztajer Director November 13, 2000
---------------------------
Boruch B. Frusztajer
/s/ Amram Rasiel Director November 13, 2000
---------------------------
Amram Rasiel
/s/ Kenneth M. Thompson Director November 13, 2000
---------------------------
Kenneth M. Thompson
</TABLE>
-6-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.1 Restated Articles of Organization (filed as Exhibit 3.5 to the
Company's registration statement on Form S-1, File No. 33-81836,
and incorporated herein by reference).
4.2 Articles of Amendment to Restated Articles of Organization (filed
as Exhibit 3.6 to the Company's quarterly report on Form 10-Q, for
the period ended March 30, 1997, File No. 000-24934 and
incorporated herein by reference).
4.3 Articles of Amendment to Restated Articles of Organization (filed
as Exhibit 3.7 to the Company's quarterly report on Form 10-Q, for
the quarterly period ended December 28, 1997, File No. 000-24934,
and incorporated herein by reference.)
4.4 Articles of Amendment to Restated Articles of Organization (filed
as Exhibit 4.4 to the Company's Registration Statement on Form
S-3, File No. 333-3458, and incorporated herein by reference).
4.5 Amended and Restated By-Laws of the Company (filed as Exhibit 3.4
to the Company's registration statement on Form S-1, File No.
33-81836 and incorporated herein by reference).
4.6 Commotion Technology, Inc. 1998 Flexible Stock Incentive Plan.
4.7 Commotion Technology, Inc. 2000 Flexible Stock Incentive Plan
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 the final sentence
of Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
-7-
