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As filed with the Securities and Exchange Commission on April 9, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OBJECTIVE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1707962
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
50 International Drive
Portsmouth, New Hampshire 03801
(Address of Principal Executive Offices)
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Objective Communications, Inc.
1994 Stock Option Plan
(Full Title of the Plan)
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Robert H. Emery
Vice President, Administration and Finance and Secretary
50 International Drive
Portsmouth, New Hampshire 03801
(Name and Address of Agent for Service)
(603) 334-6700
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Ellen C. Grady, Esq.
Shaw Pittman Potts & Trowbridge
1501 Farm Credit Drive
McLean, Virginia 22102
(703) 790-7900
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Be Amount To Be Aggregate Offering Aggregate Offering Registration
Registered Registered Price Per Unit Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 338,000 shares $4.00(1) $1,352,000.00(1) $398.84
per share
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(1) Estimated solely for the purpose of computing the registration fee
calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
The registration fee is calculated based on the aggregate number of shares of
Common stock issuable upon the Plan, multiplied by the option exercise price of
$4.00 per share of Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by this reference and made a part
hereof:
(a) the Annual Report on Form 10-KSB of Objective Communications,
Inc. (the "Registrant") for the year ended December 31, 1997;
and
(b) the description of the Registrant's Common Stock contained
in its Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on March 13, 1997
registering the Common Stock of the Registrant under Section
12(g) of Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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 herein and to be a part hereof from the date of
filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The certificate of incorporation of the Registrant (the "Certificate of
Incorporation") provides for the indemnification of the Registrant's directors
and officers to the fullest extent permitted under the Delaware General
Corporation Law (the "GCL").
As permitted by the GCL, the Certificate of Incorporation provides that
directors of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or violation of law; (iii) for acts and
omissions relating to prohibited dividends or distributions or the purchase or
redemption of stock; or (iv) for any transaction from which the director
derives an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the
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opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
The Registrant has also obtained officers' and directors' liability
insurance with respect to liabilities arising out of certain matters, including
matters arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description of Exhibit
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4(a) Form of Warrant for the Purchase of Shares
of Common Stock, issued in connection with
the private placement of $2,000,000
aggregate principal amount of Bridge Notes
(Incorporated by reference to Exhibit 3.4
forming a part of the Registrant's
Registration Statement on Form SB-2 (File
No. 333-20625) filed with the Securities and
Exchange Commission under the Securities Act
of 1933, as amended).
4(b) Form of Warrant to Purchase Common Stock of
the Registrant, issued in connection with
the private placement of units in June 1995
and August 1996 (Incorporated by reference
to Exhibit 3.5 forming a part of the
Registrant's Registration Statement on Form
SB-2 (File No. 333-20625) filed with the
Securities and Exchange commission under the
Securities Act of 1933, as amended).
4(c) Form of Warrant for the Purchase 100,000
Shares of Common Stock, $.01 par value per
share, issued in connection with the private
placement of Series A Convertible Preferred
Stock and warrants in December 1996 and
January 1997 (Incorporated by reference to
Exhibit 3.7 forming a part of the
Registrant's Registration Statement on Form
SB-2 (File No. 333-20625) filed with the
Securities and Exchange Commission under the
Securities Act of 1933, as amended).
4(d) Form of Option for the Purchase of 180,000
Shares of Common Stock issued to Barington
Capital Group, L.P. (Incorporated by
reference to Exhibit 3.8 forming a part of
the Registrant's Registration Statement on
Form SB-2 (File No. 333-20625) filed with
the Securities and Exchange Commission under
the Securities Act of 1933, as amended).
4(e) Form of Stock Option Agreement, dated
December 18, 1997, by and between the
Registrant and Barington Capital Group, L.P.
(Incorporated by reference to Exhibit 10.8
forming a part of the Registrant's Annual
Report on Form 10-KSB for the year ended
December 31, 1997).
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4(f) Specimen certificate evidencing shares of
Common Stock of the Registrant (Incorporated
by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form
SB-2 (File No. 333-20625) filed with the
Securities and Exchange Commission under the
Securities Act of 1933, as amended).
5 Opinion of Counsel Shaw Pittman Potts &
Trowbridge (filed herewith).
23(a) Consent of Coopers & Lybrand L.L.P.,
Independent Accountants (filed herewith).
23(b) Consent of Counsel, Shaw Pittman Potts &
Trowbridge (filed as part of Exhibit 5
hereto).
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ITEM 9. UNDERTAKINGS.
(a) Registrant hereby undertakes:
(1) 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
which, individually or together, represent a fundamental
change in the information in the registration statement;
(iii) to include any additional or changed material information
on the plan of distribution;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall
be deemed to be a new registration statement of the
securities offered and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering; and
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(3) to file a post-effective amendment to remove from registration
any securities that remain unsold at the end of the offering.
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SIGNATURES
The Registrant. 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 Portsmouth, New Hampshire, on this 9th day of
April, 1998.
OBJECTIVE COMMUNICATIONS, INC.
(Registrant)
/s/ Steven A. Rogers
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Steven A. Rogers
President and Chief Executive Officer
Pursuant to the requirements on the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name Title Date
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<S> <C> <C>
President and Chief
Executive Officer, and
Director (Principal
/s/Steven A. Rogers Executive Officer) April 9, 1998
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Steven A. Rogers
Vice President,
Administration and
/s/Robert H. Emery Finance and Secretary
- ------------------------------------- (Principal Financial
Robert H. Emery and Accounting Officer) April 9, 1998
/s/Clifford M. Kendall Chairman of the Board
- ------------------------------------- of Directors April 9, 1998
Clifford M. Kendall
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<S> <C> <C>
/s/Anthony M. Agnello Director April 9, 1998
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Anthony M. Agnello
/s/Robert L. Barnett Director April 9, 1998
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Robert L. Barnett
/s/Donald W. Barrett Director April 9, 1998
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Donald W. Barrett
/s/Eugene R. Cacciamani Director April 9, 1998
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Eugene R. Cacciamani
/s/Marc S. Cooper Director April 9, 1998
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Marc S. Cooper
/s/Lincoln D. Faurer Director April 9, 1998
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Lincoln D. Faurer
/s/Richard T. Liebhaber Director April 9, 1998
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Richard T. Liebhaber
/s/Roy C. Nash Director April 9, 1998
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Roy C. Nash
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<S> <C> <C>
/s/John B. Torkelsen Director April 9, 1998
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John B. Torkelsen
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Exhibit 5
April 8, 1998
Objective Communications, Inc.
50 International Drive
Portsmouth, New Hampshire 03801
Ladies and Gentlemen:
We have acted as counsel for Objective Communications, Inc., a
Delaware corporation (the "Company"), in connection with the registration of
338,000 shares (the "Shares") of the Company's common stock, par value $.01 (the
"Common Stock"), pursuant to a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), which are
available for purchase under the Objective Communications, Inc. 1994 Stock
Option Plan (the "Stock Option Plan").
Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and such
other instruments as we have deemed necessary, and upon the laws as presently in
effect, we are of the opinion that the Shares of Common Stock have been duly
authorized for issuance by the Company and, upon payment, issuance and delivery
in accordance with the terms of the Stock Option Plan, will be fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Shaw Pittman Potts & Trowbridge
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Shaw Pittman Potts & Trowbridge
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Objective Communications, Inc. (a development stage enterprise) on Form S-8
(registration of shares under the Company's 1994 Stock Option Plan) of our
report dated February 20, 1998, which includes an explanatory paragraph on the
Company's ability to continue as a going concern, on our audits of the
financial statements of Objective Communications, Inc. as of December 31, 1997
and 1996, and for each of the three years in the period ended December 31, 1997
and for the period October 5, 1993 (date of inception) to December 31, 1997,
which report is included in Objective Communications, Inc. Annual Report on
Form 10-KSB.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 8, 1998
