SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
GSI LUMONICS INC.
(Exact name of registrant as specified in its charter)
NEW BRUNSWICK, CANADA 98-0110412
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
105 SCHNEIDER ROAD, KANATA, ONTARIO, CANADA K2K 1Y3
(Address of principal executive offices) (Zip code)
________________
GSI LUMONICS INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
________________
Charles D. Winston
39 Manning Road
Billerica, MA 01821
(978) 439-5511
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
Eileen Casal Mark L. Weissler
V.P. & General Counsel Milbank, Tweed, Hadley & McCloy LLP
GSI Lumonics Inc. One Chase Manhattan Plaza
105 Schneider Road New York, New York 10005
Kanata, Ontario, Canada K2K 1Y3 (212) 530-5000
(613) 592-1460
________________
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title of Each Class of Amount to Be Proposed Maximum Proposed Maximum Amount of
Securities to Be Registered Registered Offering Price Aggregate Registration Fee
Per Share * Offering Price*
- ----------------------------------------------------------------------------------------------------
Common Stock, no par value...... 300,000 $8.38 $2,514,000 $629
====================================================================================================
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We hereby incorporate by reference in this registration statement the
following documents:
(1) our annual report on Form 10-K for the year ended December 31,
2000;
(2) our quarterly reports on Form 10-Q for the periods ended March
30, 2001, June 29, 2001 and September 28, 2001; and
(3) the description of our common stock incorporated by reference in
our registration statement on Form 8-A12G declared effective by
the Securities and Exchange Commission April 2, 1999.
In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subject to Section 81 of the Business Corporations Act, New Brunswick,
as from time to time amended, except in respect of an action by or on behalf of
the registrant or Another Body Corporate (as defined below) to procure a
judgment in its favor, the registrant must indemnify each director and officer
and each former director and officer and each person who acts or acted at the
registrant's request as a director or officer of Another Body Corporate, and his
heirs and legal representatives, against all costs, charges and expenses,
including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or Another Body Corporate, as the case
may be, if
(a) he acted honestly and in good faith with a view to the best
interests of the registrant; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
"Another Body Corporate" as used herein means a body corporate of which the
registrant is or was a shareholder or creditor.
We maintain directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 GSI Lumonics Inc. Employee Stock Purchase Plan.
5.1 Opinion of Stewart McKelvey Stirling Scales regarding the legality of
the shares being registered, including consent.
23.1 Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent public accountants.
24.1 Power of Attorney (included in signature pages).
ITEM 9. UNDERTAKINGS
(a) The undersigned 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, as amended;
(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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-2
(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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (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, as
amended), 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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.
II-3
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 Ottawa, Province of Ontario, on November 16, 2001.
GSI LUMONICS INC.
By: /s/ Charles D. Winston
----------------------
Name: Charles D. Winston
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Charles D.
Winston and Wayne T. Penney and each of them severally, acting alone and without
the other, 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 this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------------------------ ------------------------------------------ --------------------
/s/ Charles D. Winston Director and Chief Executive Officer and November 16, 2001
- ------------------------------ authorized representative in the United
Charles D. Winston States
(Principal Executive Officer)
/s/ Thomas R. Swain Vice President Finance and Chief November 16, 2001
- ------------------------------ Financial Officer
Thomas R. Swain (Principal Financial and Accounting
Officer)
/s/ Richard B. Black Director November 16, 2001
- ------------------------------
Richard B. Black
/s/ Paul F. Ferrari Director November 16, 2001
- ------------------------------
Paul F. Ferrari
II-4
Signature Title Date
- ------------------------------ ------------------------------------------ --------------------
/s/ Byron O. Pond Director November 16, 2001
- ------------------------------
Byron O. Pond
/s/ Benjamin J. Virgilio Director November 16, 2001
- ------------------------------
Benjamin J. Virgilio
/s/ Phillip A. Griffiths Director November 16, 2001
- ------------------------------
Phillip A. Griffiths
II-5
EXHIBIT INDEX
Exhibit No Description
4.1 GSI Lumonics Inc. Employee Stock Purchase Plan.
5.1 Opinion of Stewart McKelvey Stirling Scales regarding the legality of
the shares being registered, including consent.
23.1 Consent of Stewart McKelvey Stirling Scales (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, independent public accountants.
24.1 Power of Attorney (included in signature pages).
1