<PAGE>
Registration Statement No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
General Scanning Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State or other jurisdiction of incorporation or organization)
04-2445884
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(I.R.S. employer identification number)
500 Arsenal Street, Watertown, Massachusetts 02172, 617-924-1010
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Victor H. Woolley
500 Arsenal Street, Watertown, Massachusetts 02172, 617-924-1010
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(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of From time to time after the
proposed sale to the public: effective date of this
registration statement as
the Selling Shareholder may
determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________.
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of shares Amount Proposed maximum Proposed maximum Amount of
to be registered to be registered aggregate price aggregate offering registration fee
per unit(1) price(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 75,118 Shares $16.71875 $1,255,879.00 $370.49
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act"), upon the basis of the average of the high and low sale
prices of the registrant's Common Stock as reported on the NASDAQ National
Market System on December 24, 1997.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a) may determine.
<PAGE>
PROSPECTUS
75,118 SHARES
GENERAL SCANNING INC.
COMMON STOCK
This Prospectus relates to 75,118 shares (the "Shares") of Common Stock,
$0.01 par value per share (the "Common Stock"), of General Scanning Inc. (the
"Company" or "General Scanning") being offered from time to time by Data I/O
Corporation (the "Selling Shareholder"). This Prospectus also covers such
additional shares as may be issuable to the Selling Shareholder in the event of
a stock dividend, stock split, recapitalization, or other similar change in the
Common Stock.
The Common Stock is traded on the NASDAQ National Market ("NASDAQ") under
the symbol "GSCN." The average of the high and low sale prices of the Common
Stock reported on NASDAQ on December 24, 1997 was $16.71875.
General Scanning has been advised by the Selling Shareholder that the
Selling Shareholder, acting as principal for its own account, directly or
through agents, dealers or underwriters to be designated from time to time, may
sell the Shares from time to time on terms to be determined at the time of sale
through customary brokerage channels, negotiated transactions or a combination
of these methods at fixed prices that may be changed, at market prices then
prevailing or at negotiated prices then obtainable. To the extent required, the
number of Shares to be sold, the public offering price, the name of any agent,
dealer or underwriter, the amount of any offering expenses, any applicable
commissions or discounts and any other material information with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement or,
if appropriate, a post-effective amendment to the Registration Statement of
which this Prospectus is a part. The Selling Shareholder reserves the right to
accept and, together with its agents from time to time, to reject in whole or in
part any proposed purchase of the Shares to be made directly or through agents.
The aggregate proceeds to the Selling Shareholder from the sale of the Shares
offered hereby will be the purchase price of such Shares less any discounts or
commissions. General Scanning will receive no portion of the proceeds from the
sale of the Shares offered hereby and will bear certain expenses incident to
their registration. See "Plan of Distribution."
A discussion of the principal Risk Factors associated with the Shares may be
found at page 5.
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____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________________
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof or the dates as of which
information is set forth herein. No person has been authorized to give any
information or to make any representations, other than as contained herein, in
connection with any offering under this Prospectus, and, if given or made, such
information or representations must not be relied upon. This Prospectus does
not constitute an offer to sell Shares to, or a solicitation of an offer to buy
Shares from, any person in any jurisdiction in which such an offer or
solicitation is unlawful.
The date of this Prospectus is December ___, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, 13th Floor,
New York, New York 10048; and Chicago Regional Office, Northwest Atrium Center,
500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission, the address of which is http://www.sec.gov. In addition,
reports and other information concerning the Company can be inspected and copied
at the NASDAQ Stock Market, 1735 K Street, N.W., Washington D.C. 20006.
This prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares offered hereby. This prospectus
does not contain all the information set forth in the Registration Statement and
the exhibits thereto, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Shares offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto. Copies of the
Registration Statement and the exhibits and schedules thereto may be inspected,
without charge, at the offices of the Commission or obtained upon payment of
prescribed rates from the Public Reference Section of the Commission at the
addresses indicated above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are filed with the Commission pursuant
to the Exchange Act, are incorporated in this Prospectus by reference:
(1) The Company's annual report on Form 10-K for its fiscal year ended
December 31, 1996, which was filed on March 11, 1997.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (1) above including the following:
Form 10-Q filed on April 24, 1997;
Form 8-K filed on May 23, 1997;
Form 10-Q filed on July 25, 1997;
Form 10-Q filed on October 24, 1997; and
Form 8-K filed on December 8, 1997.
(3) The description of the Common Stock contained in the Company's
registration statement on Form 10 filed under the Exchange Act, including
any amendment or reports filed for the purpose of updating such
description.
All documents filed by the Company subsequent to the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
prior to the termination of this offering, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such
documents.
Any statement included or incorporated herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the information that has been
incorporated herein by reference, other than exhibits to such information
(unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be addressed
to: Treasurer, General Scanning Inc., 500 Arsenal Street, Watertown,
Massachusetts 02172, (617) 924-1010.
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TABLE OF CONTENTS
<TABLE>
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Section Page
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<S> <C>
Available Information............................ 3
Incorporation of Certain Documents by Reference.. 4
The Company...................................... 5
Risk Factors..................................... 5
Use of Proceeds.................................. 9
Selling Shareholder.............................. 9
Plan of Distribution............................. 9
Validity of the Shares........................... 11
Experts.......................................... 11
</TABLE>
THE COMPANY
General Scanning Inc., a Massachusetts corporation ("General Scanning"
or the "Company"), is the issuer of the Shares covered by this Prospectus. The
principal offices of the Company are located at 500 Arsenal Street, Watertown,
Massachusetts 02172, and its telephone number is (617) 924-1010.
RISK FACTORS
The following risk factors should be considered carefully in addition
to the other information contained or incorporated by reference in this
Prospectus before purchasing the Common Stock offered hereby.
RAPID TECHNOLOGICAL CHANGE. The markets in which the Company
participates are subject to rapid technological change and new product
introductions and enhancements. The Company's ability to remain competitive in
these markets will depend in part upon its ability to develop new and enhanced
systems and to introduce these systems at competitive prices and on a timely and
cost-effective basis. In addition, new product introductions or enhancements by
the Company's competitors or the use of other technologies could cause a decline
in sales or loss of market acceptance of the Company's existing products. The
success of the Company in developing, introducing, selling and supporting new
and enhanced systems depends upon a variety of factors including component
selection, timely and efficient completion of product design and development,
and timely and efficient implementation of manufacturing and assembly processes.
Because new product development commitments may be made well in advance of
sales, new product decisions must anticipate changes in the industries served.
There can be no assurance that the Company will be successful in selecting,
developing, manufacturing and marketing new products or in enhancing its
existing products. Failure to do so successfully may adversely affect the
Company's business, financial condition, and results of operations.
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COMPETITION. The markets in which the Company participates are highly
competitive. The Company expects its competitors to continue to improve the
design and performance of their products. There can be no assurance that the
Company's competitors will not develop enhancements to or future generations of
competitive products that will offer superior price or performance features, or
that new processes or technologies will not emerge that render the Company's
products less competitive or obsolete. As a result of the substantial
investment required by a customer to integrate capital equipment into a
production line, or to integrate components and subsystems into a product
design, the Company may be at a competitive disadvantage with respect to a
particular customer if that customer has utilized a competitor's manufacturing
equipment, or components and subsystems, in the past. Increased competitive
pressure could lead to lower prices for the Company's products, thereby
adversely affecting the Company's business, financial condition, and results
of operations.
DEPENDENCE ON PERSONNEL. The Company is dependent upon a number of
scientific, management and production personnel. The loss of the services of
one or more individuals may have a material adverse effect on the Company. The
Company's success will also depend on its ability to attract and retain other
highly qualified scientific, management and production personnel. The Company
faces competition for such personnel, and there can be no assurance that the
Company will be able to attract, retain and motivate such personnel.
MANAGEMENT OF GROWTH. The Company's ability to manage its growth
effectively will require it to continue to improve its operational, financial
and management information systems, and to attract, train, motivate, manage and
retain key employees. If the Company's management becomes unable to manage
growth effectively, the Company's business, operating results and financial
condition could be adversely affected.
INTERNATIONAL OPERATIONS. The Company's net export sales (exclusive
of sales to original equipment manufacturers that may resell the Company's
products into foreign markets) accounted for 41% and 45% of net revenues in
fiscal 1996 and in the nine months ended September 30, 1997 respectively.
International operations are subject to certain risks, including unexpected
changes in regulatory requirements, exchange rates, tariffs and other barriers,
political and economic instability, difficulties in accounts receivable
collection, difficulties in managing distributors or representatives,
difficulties in staffing and managing foreign subsidiary operations and
potentially adverse tax consequences. There can be no assurance that any of
these factors will not have a material adverse effect on the Company's business,
financial condition and results of operations.
Approximately 30% of the Company's sales involve shipments to the
Pacific Rim. Recent economic reverses in several Pacific Rim nations may have a
material adverse effect on the Company's business, financial condition, and
results of operations.
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MANUFACTURING CAPACITY. The Company has invested, and intends to
continue to invest, in facilities and state-of-the-art equipment in order to
increase, expand, update or relocate its manufacturing capabilities and
facilities. Changes in technology or sales growth beyond currently established
manufacturing capabilities will require further investment. There can be no
assurance that the Company will generate sufficient funds from operations to
finance any required investment or that other sources of funding will be
available. There can be no assurance that a failure to finance any required
investment will not negatively affect the Company's business, financial
condition, and results of operations.
DEPENDENCE ON LIMITED SOURCE SUPPLIERS. Certain components and
materials included in certain products of the Company are currently obtained
from sole sources. There can be no assurance that a disruption of this outside
supply would not occasion substantial manufacturing delays and additional cost
which could have a material adverse effect on the Company's business, financial
condition, and results of operations.
FLUCTUATIONS IN OPERATIONS; CYCLICAL NATURE OF INDUSTRIES SERVED.
Factors such as quarter-to-quarter variations in the Company's revenues and
earnings, announcements of technological innovations or new products by the
Company or its competitors, and the cyclic nature of the industries served by
the Company have in the past caused and are likely in the future to cause the
Company's operating results to fluctuate significantly. Several significant
markets for the Company's products have historically been subject to substantial
economic fluctuations, due to changing demands for products and services,
introduction of new products and products becoming obsolete. There can be no
assurance that such fluctuations will not reoccur and have an adverse impact on
the Company's operations. The Company has experienced and expects to continue
to experience significant fluctuations in its quarterly operating results due to
a variety of factors, including market acceptance of new and enhanced versions
of the Company's products, timing and shipment of significant orders, mix of
products sold, exchange rate fluctuations, length of sales cycles and
cyclicality in the markets the Company serves. To some extent, the Company's
net sales and operating results for a quarter will depend upon the Company
generating orders to be shipped in the same quarter that the order is received.
The failure to receive anticipated orders or delays in shipments near the end of
a particular quarter, due, for example, to unanticipated shipment rescheduling
or cancellations by customers or unexpected manufacturing difficulties, may
cause net sales in a particular quarter to fall significantly below the
Company's expectations, which would have a material adverse effect on the
Company's operating results for such quarter.
PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY. The Company's
ability to compete effectively with other companies will depend, in part, on its
ability to maintain the proprietary nature of its technology. Although the
Company has been licensed under, awarded or has filed applications for numerous
patents in the
<PAGE>
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United States and foreign countries, there can be no assurance as to the degree
of protection offered by these patents, or as to the likelihood that pending
patents will be issued. There can be no assurance that competitors, many of
which have substantial resources and have made substantial investments in
competing technologies, will not seek to apply for and obtain patents that will
prevent, limit or interfere with the Company's ability to make and sell some of
its products.
The defense and prosecution of patent suits is both costly and time-
consuming, even if the outcome is favorable to the Company. An adverse outcome
could subject the Company to significant liabilities to third parties, require
disputed rights to be licensed from third parties, or require the Company to
cease selling certain of its products. The Company also relies on unpatented
proprietary technology and there can be no assurance that others may not
independently develop the same or similar technology or otherwise obtain access
to the Company's proprietary technology. To protect its rights in these areas,
the Company's policy is to require all employees, consultants, advisors and
collaborators to enter into confidentiality agreements. There can be no
assurance, however, that these agreements will provide meaningful protection for
the Company's trade secrets, know-how or other proprietary information in the
event of any unauthorized use or disclosure of such trade secrets, know-how or
other proprietary information.
ENVIRONMENTAL REGULATIONS. The Company is subject to a variety of
federal, state and local governmental regulations related to the discharge or
disposal of toxic, volatile or otherwise hazardous chemicals used in certain of
its manufacturing processes. Although the Company believes that it has all
permits necessary to conduct its business, the failure to comply with present or
future regulations could result in fines being imposed on the Company,
suspension of production or a cessation of operations.
ANTI-TAKEOVER PROVISIONS. The Company's Amended and Restated Articles
of Organization and By-Laws contain provisions that may have the effect of
making it more difficult for a third party to acquire, or of discouraging
acquisition bids for, the Company. The Company's Board of Directors is
authorized to issue shares of Common Stock and Preferred Stock without
stockholder approval. Any such issuance could dilute and adversely affect
various rights of the holders of Common Stock and, in addition, could be used to
discourage an unsolicited attempt to acquire control of the Company. The
Company's Amended and Restated Articles of Organization and By-Laws, and
Massachusetts law, also contain other provisions which may discourage an
unsolicited takeover attempt. These provisions could limit the price that
certain investors might be willing to pay in the future for shares of the
Company's Common Stock, and could make it more difficult for stockholders of the
Company to effect certain corporate actions.
VOLATILITY OF STOCK PRICE. The market price of the Company's Common
Stock has been and is likely to continue to be volatile.
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LITIGATION. The Company is involved in several pending lawsuits.
Adverse determinations in certain of the these lawsuits could have a material
adverse effect on the Company's business, financial condition, and results of
operations.
SHARES AVAILABLE FOR FUTURE SALE. The future sale of a substantial number
of shares of Common Stock by existing stockholders and by holders of outstanding
options to purchase shares of Common Stock upon the exercise thereof could have
an adverse effect on the market price of the Company's Common Stock.
USE OF PROCEEDS
The Shares are to be sold for the account of the Selling Shareholder, and
the Company will not receive any of the proceeds from the sale of the Shares.
SELLING SHAREHOLDER
On November 28, 1997 the Company entered into an Asset Purchase Agreement
(the "Purchase Agreement") relating to the purchase by the Company of
substantially all of the assets of Reel-Tech, Inc. ("Reel-Tech"), a Washington
corporation, and Reel-Tech Singapore Pte Ltd. ("Reel-Tech Singapore"), a
corporation organized under the laws of Singapore. The purchase price for the
assets of Reel-Tech and Reel-Tech Singapore consisted, subject to post-closing
adjustments, of $11,300,000 in cash and 75,118 shares of Common Stock, which
were issued to the Selling Shareholder and comprise the Shares offered hereby.
In connection with the transaction under the Purchase Agreement, the Company
agreed to register the Shares under the Securities Act for the benefit of the
Selling Shareholder. All of the Shares registered hereunder are to be offered
for the account of the Selling Shareholder. The Shares constitute all shares of
Common Stock held by the Selling Shareholder at the date of this prospectus.
Because the Selling Shareholder may sell all or a portion of the Shares at any
time and from time to time after the date of this prospectus, no estimate can be
made of the number of shares of Common Stock that the Selling Shareholder may
retain upon completion of the offering pursuant to this prospectus. Information
concerning the Selling Shareholder may change from time to time and, to the
extent required, will be set forth in an accompanying prospectus supplement or,
if appropriate, a post-effective amendment to the Registration Statement of
which this prospectus is a part.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time directly by the
Selling Shareholder. The Selling Shareholder will act independently of the
Company in making decisions with respect to the timing, manner and size of each
sale. The Selling Shareholder may from time to time offer the Shares through
underwriters, dealers or agents. The distribution of the Shares by the Selling
Shareholder may be effected from time to time in one or more transactions that
may take place on one
<PAGE>
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or more exchanges or in the over-the-counter market, including ordinary broker's
transactions and transactions in which the broker solicits purchasers,
privately-negotiated transactions, through a block trade in which a broker or
dealer will attempt to sell the shares as agent but may purchase and resell a
portion of the block as principal to facilitate the transaction, or through
sales to one or more broker/dealers for resale of such securities as principals
pursuant to this prospectus, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such market prices,
at negotiated prices, or any combination thereof. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Shareholder in connection with such sales.
In effecting sales, brokers and dealers engaged by the Selling Shareholder
may arrange for other brokers or dealers to participate. Broker-dealers may
agree with the Selling Shareholder to sell a specified number of Shares at a
stipulated price, and, to the extent such broker-dealer is unable to do so
acting as agent for the Selling Shareholder, to purchase as principal any unsold
securities at the price required to fulfill the broker-dealer commitment to the
Selling Shareholder. Broker-dealers who acquire Shares as principal may
thereafter resell such Shares from time to time in transactions (which may
involve crosses and block transactions and sales to and through other broker-
dealers, including transactions of the nature described above) in the over-the-
counter market or otherwise at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions and, in connection with such resales, may pay to or receive from
the purchasers of such Shares commissions as described above.
The Selling Shareholder reserves the right to accept and, together
with it's agents from time to time, to reject in whole or in part any proposed
purchase of the Shares to be made directly or through agents. The Company will
receive no portion of the proceeds from the sale of the Shares offered hereby.
The aggregate proceeds to the Selling Shareholder from the sale of the Shares
offered hereby will be the purchase price of such Shares less any discounts or
commissions.
The Company has been advised by the Selling Shareholder that the
Selling Shareholder has not, as of the date hereof, entered into any arrangement
with a broker-dealer for the sale of Shares. In effecting sales, broker-dealers
engaged by the Selling Shareholder may arrange for other broker-dealers to
participate. Broker-dealers may receive commissions or discounts from the
Selling Shareholder in amounts to be negotiated.
In offering the Shares, the Selling Shareholder and any broker-dealers
who execute sales for the Selling Shareholder may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales, and any
profits realized by the Selling Shareholder and the compensation of such broker-
dealers may be deemed to be underwriting discounts and commissions. The Company
has agreed to indemnify the Selling Shareholder in certain circumstances.
<PAGE>
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The Selling Shareholder has advised the Company that during such time
as the Selling Shareholder may be engaged in a distribution of the Shares, the
Selling Shareholder will comply with Regulation M under the Exchange Act (as
those Rules are described in more detail below) and, in connection therewith,
the Selling Shareholder has agreed not to engage in any stabilization activity
in violation of Regulation M in connection with the Company's securities, to
furnish to each broker-dealer through which the Shares may be offered copies of
this Prospectus, and not to bid for or purchase any securities of the Company or
attempt to induce any person to purchase any of the Company's securities except
as permitted under the Exchange Act. The Selling Shareholder has also agreed to
inform the Company when the distribution of the Shares is completed.
Regulation M under the Exchange Act prohibits participants in a
distribution from bidding for or purchasing, for an account in which the
participant has a beneficial interest, any of the securities that are the
subject of the distribution, subject to certain exceptions. Regulation M also
governs bids and purchases made in order to stabilize the price of a security in
connection with a distribution of the security.
The public offering of the Shares by the Selling Shareholder will
terminate on the date on which all Shares offered hereby have been sold by the
Selling Shareholder, or on such earlier date on which the Company files a post-
effective amendment which deregisters all Shares then remaining unsold.
The Company will pay all expenses incidental to the registration of
the Shares for sale to the public estimated to be approximately $19,500.00,
except as otherwise provided in the next sentence. The Company will not pay for
brokerage commissions relating to the offering of the Shares or fees and
expenses of counsel for the Selling Shareholder.
VALIDITY OF THE SHARES
The validity of the authorization and issuance of the Common Stock
offered hereby will be passed on by Bingham Dana LLP, Boston, Massachusetts.
EXPERTS
The financial statements and schedule incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
<PAGE>
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution (Estimated).
-------------------------------------------------------
<TABLE>
<S> <C>
Securities and Exchange Commission Fees/*/ $ 370.49
Fees and expenses of outside counsel to the Company $15,000.00
Fees and expenses of independent accountants $ 3,000.00
Printer charges 1,000.00
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Total $19,370.49
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</TABLE>
__________________
* Actual
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Article VI, section (6.5) of the Company's Bylaws provides as follows:
the corporation shall indemnify and hold harmless each person who was or is
a party or is threatened to be made a party to or is otherwise involved in
any threatened, pending or completed action, suit, proceeding or
investigation, whether civil, criminal or administrative (a "Proceeding"),
by reason of being, having been or having agreed to become, a director or
officer of the corporation, or serving, having served or having agreed to
serve, at the request of the corporation, as a director or officer of, or
in a similar capacity with, another organization or in any capacity with
respect to any employee benefit plan (any such person being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have
been taken or omitted in such capacity, against all expense, liability and
loss (including without limitation reasonable attorneys' fees, judgments,
fines, "ERISA" excise taxes or penalties) incurred or suffered by the
Indemnitee or on behalf of the Indemnitee in connection with such
Proceeding and any appeal therefrom, unless the Indemnitee shall have been
adjudicated in such Proceeding not to have acted in good faith in the
reasonable belief that the Indemnitee's action was in the best interest of
the corporation or, to the extent such matter relates to service with
respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
Notwithstanding anything to the contrary in this Article, except as set
forth in (S)6.10 below, the corporation shall not indemnify or advance
expenses to an Indemnitee seeking indemnification in connection with a
Proceeding (or part thereof) initiated by the Indemnitee, unless the
initiation thereof was approved by the Board of Directors of the
corporation.
<PAGE>
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Item 16. Exhibits.
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The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 17. Undertakings.
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1. The Company 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. 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 (i) and (ii) above 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 Company pursuant
to Section 13 or Section 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.
<PAGE>
-14-
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 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 in the initial
bona fide offering thereof.
3. The Company hereby undertakes that, 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 Securities and Exchange 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, 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 of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Watertown, Commonwealth of Massachusetts, on this
24th day of December, 1997.
GENERAL SCANNING INC.
By: /s/ Victor H. Woolley
-----------------------------------
Victor H. Woolley
Vice President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of General Scanning Inc.,
hereby severally constitute and appoint Charles Winston and Victor H. Woolley,
and each of them singly, our true and lawful attorneys with full power to either
of them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-3 filed herewith
and any and all amendments to said Registration Statement and generally to do
all such things in our name and behalf in our capacities as officers and
directors to enable General Scanning Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
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/ Pierre J. Brosens Chairman of the Board of December 24, 1997
- ---------------------------------- Directors
Pierre J. Brosens
/s/ Charles D. Winston President, Director and December 24, 1997
- ---------------------------------- Principal Executive Officer
Charles D. Winston
/s/ Richard B. Black Director December 24, 1997
- ----------------------------------
Richard B. Black
/s/ Paul F. Ferrari Director December 24, 1997
- ----------------------------------
Paul F. Ferrari
/s/ James R. Turner Director December 24, 1997
- ----------------------------------
James R. Turner
/s/ Woodie C. Flowers Director December 18, 1997
- ----------------------------------
Woodie C. Flowers
/s/ Victor H. Woolley Chief Financial Officer and December 24, 1997
- ---------------------------------- Principal Accounting Officer
Victor H. Woolley
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
- -------
5* Opinion of Bingham Dana LLP with respect to legality of the
shares of Common Stock of the Registrant being registered.
23.1* Consent of Bingham Dana LLP (included in Exhibit 5).
23.2* Consent of Arthur Andersen LLP.
24.1* Power of Attorney (included in the signature pages of this
Registration Statement)
__________________
* filed herewith.
<PAGE>
Exhibit 5
------- -
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MA 02110-1726
(617) 951-8000
December 22, 1997
General Scanning Inc.
500 Arsenal Street
Watertown, MA 02172
Re: General Scanning Inc.
Registration of 75,118
Shares of Common Stock on Form S-3
----------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
a Registration Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission on
or about December 22, 1997 (the "Registration Statement"), of 75,118 shares
(the "Shares") of the Common Stock, par value $.01 per share (the "Common
Stock"), of General Scanning Inc., a Massachusetts corporation (the "Company"),
which are being offered by a selling stockholder (the "Selling Stockholder") of
the Company.
We have acted as counsel to the Company in connection with the foregoing
registration of the Shares. We have examined and relied upon the originals or
copies, certified or otherwise identified to our satisfaction, of such records,
instruments, certificates, memoranda and other documents as we have deemed
necessary or advisable for purposes of this opinion and have assumed, without
independent inquiry, the accuracy of those documents. In that examination, we
have assumed the genuineness of all signatures, the conformity to the originals
of all documents reviewed by us as copies, the authenticity and completeness of
all original documents reviewed by us in original or copy form and the legal
competence of each individual executing such documents.
Based upon the foregoing, we are of the opinion that the Shares offered for
sale by the Selling Stockholder have been legally issued and are fully paid and
non-assessable.
<PAGE>
General Scanning Inc.
December 22, 1997
Page 2
This opinion is limited solely to the Massachusetts Business Corporation
Law.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement under the caption "Validity of the Shares."
Very Truly Yours,
/s/ Bingham Dana LLP
Bingham Dana LLP
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 3, 1997
included in General Scanning Inc.'s Form 10-K for the year ended December 31,
1996 and to all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 19, 1997
