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As filed with the Securities and Exchange Commission on August 31, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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EZENIA! INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
04-3114212
(I.R.S. EMPLOYER IDENTIFICATION NO.)
NORTHWEST PARK, 63 THIRD AVENUE, BURLINGTON, MASSACHUSETTS 01803
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1991 STOCK INCENTIVE PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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KHOA D. NGUYEN
Chairman of the Board, President
and Chief Executive Officer
Ezenia! Inc.
Northwest Park
63 Third Avenue
Burlington, MA 01803
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(781) 229-2000
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
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Copy to:
DAVID L. ENGEL, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 3,563,130 $3.344 $11,915,106.72 $3,145.59
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based on the
average of the high and low prices of the Registrant's Common Stock, $.01 par
value per share, reported by the Nasdaq National Market on August 24, 2000.
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-2-
INTRODUCTION
This Registration Statement on Form S-8 is filed by Ezenia! Inc., a
Delaware corporation (the "Company" or the "Registrant"), in connection with the
registration of 3,563,130 shares of common stock, par value $0.01 per share of
the Company ("Common Stock"), which are in addition to the 2,526,025 shares of
common stock, par value $0.01 per share of the Company which were registered on
the Company's Form S-8 filed on August 25, 1995 (File No. 33-96192) (the "Prior
Registration Statement"). The shares registered by this Registration Statement
include shares of the Company's Common Stock available for issuance upon
exercise of stock options, or as restricted stock awards, granted or to be
granted under the Company's Amended and Restated 1991 Stock Incentive Plan and
under the Company's 1995 Employee Stock Purchase Plan. Pursuant to General
Instruction E of Form S-8, the contents of the Prior Registration Statement, to
the extent relating to the registration of the Shares and except as otherwise
set forth in this Registration Statement, are incorporated by reference herein.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
4.1 Amended and Restated Certificate of Incorporation of the
Registrant, as amended.
*4.2 Amended and Restated By-Laws of the Registrant. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-91132), filed on April
12, 1995.)
*4.3 Registrant's Amended and Restated 1991 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-91132),
filed on April 12, 1995.)
4.4 Registrant's 1995 Employee Stock Purchase Plan, as amended.
5 Opinion of Bingham Dana LLP as to the legality of the securities
being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Bingham Dana LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
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*Previously filed with the Registrant's Prior Registration Statement, and
incorporated by reference herein.
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-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Town of Burlington, Commonwealth of Massachusetts, as of
the 31st day of August 2000.
EZENIA! INC.
By: /s/ Khoa D. Nguyen
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Khoa D. Nguyen
Chairman, President and Chief Executive Officer
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-4-
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Khoa D.
Nguyen, Stephen G. Bassett, and each of them severally, his true and lawful
attorney-in-fact with the authority to execute in the name of each such person,
and to file with the Securities and Exchange Commission, together with any
exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement on Form S-8 necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, which
amendments may make such other changes in the Registration Statement as the
aforesaid attorney-in-fact executing the same deems appropriate.
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 indicated as of the 31st day of August 2000.
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<CAPTION>
Signature Title
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<S> <C>
/s/ Khoa D. Nguyen Chairman of the Board of Directors, President and Chief Executive
-------------------------- Officer (principal executive officer)
Khoa D. Nguyen
/s/ Stephen G. Bassett Chief Financial Officer (principal financial and accounting officer)
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Stephen G. Bassett
/s/ William E. Foster Director
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William E. Foster
/s/ John F. Keane, Jr. Director
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John F. Keane, Jr.
/s/ John A. McMullen Director
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John A. McMullen
Director
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Roy G. Perry
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EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of the Registrant, as
amended.
*4.2 Amended and Restated By-Laws of the Registrant. (Incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-91132), filed on April 12, 1995.)
*4.3 Registrant's Amended and Restated 1991 Stock Incentive Plan. (Incorporated
by reference to Exhibit 10.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-91132), filed on April 12, 1995.)
4.4 Registrant's 1995 Employee Stock Purchase Plan, as amended.
5 Opinion of Bingham Dana LLP as to the legality of the securities being
registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Bingham Dana LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
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*Previously filed with the Registrant's Prior Registration Statement, and
incorporated by reference herein.
