<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bridgeport Machines, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1169678
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
500 Lindley Street
Bridgeport, Connecticut 06606
----------------------------------------
(Address of Principal Executive Offices)
Bridgeport Machines, Inc. 1994 Non-Employee Director
Stock Option Plan (Amended and Restated as of July 21, 1997)
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(Full title of the plan)
Walter C. Lazarcheck
Vice President and Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Bridgeport Machines, Inc.
500 Lindley Street
Bridgeport, Connecticut 06606
(203) 367-3651
--------------
(Name, address and telephone number, including area code,
of agent for service)
COPY TO:
William J. Grant, Jr., Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------- --------------------- ----------------- -------------------
Proposed maximum
Proposed Maximum aggregate
Title of Securities to Amount to be offering price per offering Amount of
be Registered registered(1) share(2) price(2) registration fee
- ------------------------ ---------------- --------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share $60,000(1) $10.875 $652,500 $192.48
</TABLE>
(1) Represents the shares issuable under the Bridgeport Machines, Inc.
1994 Non-Employee Director Stock Option Plan (Amended and Restated as
of July 21, 1997) (the "Plan").
(2) These calculations have been made solely for the purpose of estimating
the registration fee pursuant to Rule 457(h). The fee was calculated
using the average of the high and low price of the Common Stock on
NASDAQ on December 15, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission (the
"Commission") by Bridgeport Machines, Inc., a Delaware corporation ("Company"),
are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8,
Registration No. 33-89898, dated March 2, 1995;
(b) The Company's Annual Reports on Form 10-K for the fiscal
year ended March 29, 1997;
(c) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 28, 1997 and September 27, 1997; and
(d) The description of Company's common stock, par value $0.01
per share (the "Common Stock"), which is contained in the
Prospectus filed with the Company's Registration Statement on
Form S-1, as amended by Amendment No. 2, pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), on
November 14, 1994, under the heading "Description of Capital
Stock," incorporated by reference into the Company's Registration
Statement on Form 8-A, filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), Registration No. 25102, dated
November 11, 1994.
In addition, all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents with the Commission.
Item 8. EXHIBITS
Exhibit No.
- -----------
5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as
to the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
<PAGE>
23.2 Consent of Willkie Farr & Gallagher (contained in
Exhibit 5).
24 Powers of Attorney (reference is made to the signature
page).
<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 Bridgeport, State of Connecticut, on the 15th day of December, 1997.
BRIDGEPORT MACHINES, INC.
By: /s/ Walter C. Lazarcheck
------------------------
Walter C. Lazarcheck
Vice President and
Chief Financial Officer
<PAGE>
Power of Attorney
Each person whose signature appears below hereby constitutes and appoints Joseph
E. Clancy, Dan L. Griffith and Ralph J. LoStocco and each acting alone, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this registration
statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with respect to
this registration statement or any amendments or supplements hereto in the
premises, 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 their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Joseph E. Clancy Chairman of the Board December 15, 1997
- ---------------------------
Joseph E. Clancy
/s/ Dan L. Griffith President, Chief Executive December 15, 1997
- --------------------------- Officer and Director (Principal
Dan L. Griffith Executive Officer)
/s/ Walter C. Lazarcheck Vice President and Chief December 15, 1997
- --------------------------- Financial Officer (Principal
Walter C. Lazarcheck Financial and Principal
Accounting Officer)
/s/ Robert J. Cresci Director December 15, 1997
- ---------------------------
Robert J. Cresci
/s/ Eliot M. Fried Director December 15, 1997
- ---------------------------
Eliot M. Fried
/s/ Bhikhaji M. Maneckji Director December 15, 1997
- ---------------------------
Bhikhaji M. Maneckji
/s/ Brian P. Murphy Director December 15, 1997
- ---------------------------
Brian P. Murphy
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INDEX TO EXHIBITS
Exhibit No.
- -----------
5 Opinion of Willkie Farr &
Gallagher, counsel to the
Company, as to the legality of
the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher
(contained in Exhibit 5).
24 Powers of Attorney (reference is made to
the signature page).
<PAGE>
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
December 16, 1997
Bridgeport Machines, Inc.
500 Lindley Street
Bridgeport, Connecticut 06606
Ladies and Gentlemen:
We have acted as counsel to Bridgeport Machines, Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission on or
about December 17, 1997, in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), by the Company of an aggregate
of 60,000 shares (the "Shares") of the Company's common stock, par value $0.01
per share (the "Common Stock"), issuable under the Bridgeport Machines, Inc.
1994 Non-Employee Director Stock Option Plan (Amended and Restated as of July
21, 1997) (the "Plan").
As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.
Based on the foregoing, we hereby inform you that in our opinion, the Shares of
Common Stock to be originally issued upon exercise of stock options granted or
to be granted under the Plan have been duly and validly authorized for issuance
and, when issued in accordance with the terms of the Plan for consideration of
at least $0.01 per share, will be validly issued, fully paid, and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement. In giving such consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission.
We are members of the Bar of the State of New York and do not purport to be
experts in the laws of jurisdictions other than the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 9, 1997,
included in the Bridgeport Machines, Inc. Form 10-K for the year ended March 29,
1997, and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Stamford, Connecticut
December 17, 1997
