As filed with the Securities and Exchange Commission on May 31, 1996
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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SPACETEC IMC CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-3116697
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
The Boott Mill, 100 Foot of John Street, Lowell, Massachusetts, 01852-1126
(Address and telephone number of registrant's principal executive offices)
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1995 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
DENNIS T. GAIN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Spacetec IMC Corporation
The Boott Mill, 100 Foot of John Street
Lowell, Massachusetts
01852-1126
(Name, address and telephone number of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQUIRE
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0220
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
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Common Stock, $0.01 par value 75,000 $17.875 $1,340,625 $462.28
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the high and
low sale prices on May 23, 1996 as reported by the Nasdaq National Market
System.
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Page 1 of 14
Exhibit Index appears at Page 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's prospectus dated December 6, 1995, relating to 2,
250,000 shares of Common Stock filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act") on December 7, 1995
(Reg. No. 33-98064), which contains audited financial statements for 1995, the
latest fiscal year for which such statements have been filed by the Registrant.
(b) All other reports of the registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the prospectus referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-27302) filed on November 29,
1995, including any amendment or report filed hereafter for the purpose of
updating such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the Common Stock offered hereby will be passed upon for the
Registrant by Palmer & Dodge, Boston, Massachusetts. Lynnette C. Fallon, a
partner of Palmer & Dodge, is Clerk of the Registrant.
Item 6. Indemnification of Directors and Officers.
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Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Registrant the power to indemnify any director, officer, employee or
agent to whatever extent permitted by the Registrant's Articles of Organization,
By-Laws or a vote adopted by the holders of a majority of the shares entitled to
vote thereon, unless the proposed indemnitee has been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his or
her actions were in the best interests of the corporation or, to the extent that
the matter for which indemnification is sought relates to service with respect
to an employee benefit plan, in the best interests of the participants or
beneficiaries of such
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employee benefit plan. Such indemnification may include payment by the
Registrant of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he or she shall be adjudicated to be not entitled to indemnification under
the statute.
Article VI of the Registrant's By-Laws provides that the Registrant shall,
to the extent legally permissible, indemnify each person who may serve or who
has served at any time as a director or officer of the corporation or of any of
its subsidiaries, or who at the request of the corporation may serve or at any
time has served as a director, officer or trustee of, or in a similar capacity
with, another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct). Such indemnification shall include payment
by the Registrant of expenses incurred in defending a civil or criminal action
or proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he or she shall be adjudicated to be not entitled to indemnification under
Article VI, which undertaking may be accepted without regard to the financial
ability of such person to make repayment.
The indemnification provided for in Article VI is a contract right inuring
to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law, and inures to the benefit of the heirs,
executors and administrators of such a person.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant's obligation to indemnify them to the
fullest extent permitted by law and contain various procedural and other
provisions which expand the protection afforded by the Registrant's By-Laws.
Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate a director's personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
circumstances involving (i) a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unauthorized distributions and loans to insiders and (iv) transactions from
which the director derived an improper personal benefit. Section VI.C.5. of the
Registrant's Articles of Organization provides that no director shall be
personally liable to the corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, except to the extent that such
exculpation is not permitted under the Massachusetts Business Corporation Law as
in effect when such liability is determined.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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Exhibit Number Description
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4.1 Restated Articles of Organization of the Registrant filed as Exhibit 3.2 to
the Registrant's Form S-1 filed on October 11, 1995, as amended (Reg.
No. 33-98064) and incorporated herein by reference.
4.2 Restated By-laws of the Registrant. Filed as Exhibit 3.4 to
the Registrant's Form S-1 filed on October 11, 1995, as amended (Reg.
No. 33-98064) and incorporated herein by reference.
4.3 Investor Rights Agreement dated December 6, 1993, among the Registrant
and certain of its Stockholders. Filed as Exhibit 10.4 to the Registrant's
Form S-1, filed on October 11, 1995, as amended (Reg. No. 33-98064)
and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer &
Dodge LLP, filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page to this Registration
Statement).
99.1 1995 Director Stock Option Plan.
Item 9. Undertakings.
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(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
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Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, 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.
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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 Lowell, Massachusetts, on this 21st day of May, 1996.
SPACETEC IMC CORPORATION
By:/s/Dennis T. Gain
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Dennis T. Gain
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Spacetec IMC Corporation
hereby severally constitute and appoint Dennis T. Gain, Linda S. Linsalata, John
A. Hilton or Lynnette Fallon, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8 including any
post-effective amendments thereto, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/s/Dennis T. Gain President, Chief Executive May 21, 1996
- --------------------- Officer and Chairman of the
Dennis T. Gain Board of Directors (Principal
Executive and Financial Officer)
/s/Linda S. Linsalata Chief Financial Officer, May 21, 1996
- --------------------- Senior Vice President of Finance
Linda S. Linsalata (Principal Financial and Accounting
Officer)
/s/Morton E. Goulder Director May 21, 1996
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Morton E. Goulder
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Signature Title Date
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/s/J. Grant Jagelman Director May 21, 1996
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J. Grant Jagelman
/s/Jerry H. Loyd Director May 21, 1996
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Jerry H. Loyd
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EXHIBIT INDEX
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Exhibit Number Description Page Number
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4.1 Restated Articles of Organization of the Registrant filed *
as Exhibit 3.2 to the Registrant's Form S-1 filed on
October 11, 1995, as amended (Reg. No. 33-98064)
and incorporated herein by reference.
4.2 Restated By-laws of the Registrant. Filed as Exhibit *
3.4 to the Registrant's Form S-1 filed on October 11,
1995, as amended (Reg. No. 33-98064) and
incorporated herein by reference.
4.3 Investor Rights Agreement dated December 6, 1993, *
among the Registrant and certain of its Stockholders.
Filed as Exhibit 10.4 to the Registrant's Form S-1,
filed on October 11, 1995, as amended (Reg. No. 33-
98064) and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP as to the legality of 9
the securities registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors. 10
23.2 Consent of Palmer & Dodge LLP (contained in __
Opinion of Palmer & Dodge LLP, filed as Exhibit
5.1).
24.1 Power of Attorney (set forth on the signature page to __
this Registration Statement).
99.1 1995 Director Stock Option Plan. 11
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*Incorporated by reference.
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