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As filed with the Securities and Exchange Commission on August 12, 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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IPL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2511897
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
124 ACTON STREET, MAYNARD, MASSACHUSETTS 01754 (508) 461-1000
(Address and telephone number of registrant's principal executive offices)
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1996 CONSOLIDATED EQUITY INCENTIVE PLAN
(Full Title of the Plan)
RONALD J. GELLERT, PRESIDENT
IPL Systems, Inc.
124 Acton Street
Maynard, Massachusetts 01754
(508) 461-1000
(Name, address and telephone number of agent for service)
with copies to:
NATHANIEL S. GARDINER, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0293
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Proposed Maximum Amount of
Registered Registered Maximum Offering Aggregate Offering Registration Fee
Price Per Share (1) Price (1)
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Class A Common Stock,
$.01 par value 765,000 shares $2.13 $1,629,450 $561.88
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<FN>
(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 August 6, 1996 as reported by the NASDAQ National Market System.
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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 Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 0-10370) filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the latest fiscal year covered by the report
referred to in (a) above.
(c) The description of the Company's Class A Common Stock contained in its
Registration Statement on Form 8-A/A (File No. 0-10370), including any amendment
or report filed for the purpose of updating such description.
All reports and other documents filed after the date of this Registration
Statement by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment that
indicates that all shares of Class A Common Stock offered hereby have been sold
or which deregisters all shares of Class A 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 Class A Common Stock offered hereby will be passed
upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts. Nathaniel S.
Gardiner, a partner of Palmer & Dodge, is Clerk of the Company.
Item 6. Indemnification of Directors and Officers.
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Section 67 of Chapter 156B of the General Laws of Massachusetts
provides that officers and directors, subject to certain limitations, may be
indemnified by the Company to the extent authorized in its Articles of
Organization or by-laws adopted by the stockholders or vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors and that officers who are not directors may be indemnified to the
extent authorized by the directors.
Article X of the Company's By-Laws provides as follows:
The corporation 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
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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
may become involved by reason of his serving or having served in such
capacity (other than a proceeding voluntarily initiated by such person
unless he is successful on the merits, the proceeding was authorized by
the corporation or the proceeding seeks a declaratory judgment
regarding his own conduct); provided that no indemnification shall be
provided for any such person with respect to any matter as to which he
shall have been finally adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best
interests of the corporation or, to the extent such matter relates to
service with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit
plan; and provided, further, that as to any matter disposed of by a
compromise payment by such person, pursuant to a consent decree or
otherwise, the payment and indemnification thereof have been approved
by the corporation, which approval shall not unreasonably be withheld,
or by a court of competent jurisdiction. Such indemnification shall
include payment by the corporation 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 shall
be adjudicated to be not entitled to indemnification under this
article, which undertaking may be accepted without regard to the
financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose duties
include service or responsibilities as a fiduciary with respect to a
subsidiary or other organization shall be deemed to have acted in good
faith in the reasonable belief that his action was in the best
interests of the corporation if he acted in good faith in the
reasonable belief that his action was in the best interests of such
subsidiary or organization or of the participants or beneficiaries of,
or other persons with interests in, such subsidiary or organization to
whom he had a fiduciary duty.
Where indemnification hereunder requires authorization or
approval by the corporation, such authorization or approval shall be
conclusively deemed to have been obtained, and in any case where a
director of the corporation approves the payment of indemnification,
such director shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by
a majority vote of a quorum of the directors consisting of
persons who are not at that time parties to the proceeding,
(2) by a majority vote of a committee of two or more directors
who are not at that time parties to the proceeding and are
selected for this purpose by the full board (in which
selection directors who are parties may participate), or (3)
by a majority vote of a quorum of the outstanding shares of
stock of all classes entitled to vote for directors, voting as
a single class, which quorum shall consist of stockholders who
are not at that time parties to the proceeding; or
(ii) the action is taken in reliance upon the opinion
of independent legal counsel (who may be counsel to the
corporation) appointed for the purpose by vote of the
directors or in the manner specified in clauses (1), (2) or
(3) of subparagraph (i); or
(iii) the payment is approved by a court of competent
jurisdiction; or
(iv) the directors have otherwise acted in accordance
with the standard of conduct set forth in the Massachusetts
Business Corporation Law.
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Any indemnification or advance of expenses under this article
shall be paid promptly, and in any event within 30 days, after the
receipt by the corporation of a written request therefor from the
person to be indemnified, unless with respect to a claim for
indemnification the corporation shall have determined that the person
is not entitled to indemnification. If the corporation denies the
request or if payment is not made within such 30 day period, the person
seeking to be indemnified may at any time thereafter seek to enforce
his rights hereunder in a court of competent jurisdiction and, if
successful in whole or in part, he shall be entitled also to
indemnification for the expenses of prosecuting such action. Unless
otherwise provided by law, the burden of proving that the person is not
entitled to indemnification shall be on the corporation.
The right of indemnification under this article shall be a
contract right inuring to the benefit of the directors, officers and
other persons entitled to be indemnified hereunder and no amendment or
repeal of this article shall adversely affect any right of such
director, officer or other person existing at the time of such
amendment or repeal.
The indemnification provided hereunder shall inure to the
benefit of the heirs, executors and administrators of a director,
officer or other person entitled to indemnification hereunder. The
indemnification provided hereunder may, to the extent authorized by the
corporation, apply to the directors, officers and other persons
associated with constituent corporations that have been merged into or
consolidated with the corporation who would have been entitled to
indemnification hereunder had they served in such capacity with or at
the request of the corporation.
The right of indemnification under this article shall be in
addition to and not exclusive of all other rights to which such
director or officer or other persons may be entitled. Nothing contained
in this article shall affect any rights to indemnification to which
corporation employees or agents other than directors and officers and
other persons entitled to indemnification hereunder may be entitled by
contract or otherwise under law.
The Company also has entered into agreements with its officers and
directors affirming the Company's obligation to indemnify them against all
claims arising out of their services to or for the Company, except as prohibited
by law, and providing various other protections to such officers and directors.
All directors and officers are insured up to an aggregate amount of
$8,000,000 under a Directors' and Officers Liability and Company Reimbursement
Policy.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Exhibit Index on page 7.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
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(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 (the "Securities Act");
(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 the 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 the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
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 herein, 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 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.
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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 Maynard, Commonwealth of Massachusetts, on this 12th
day of August, 1996.
IPL SYSTEMS, INC. (Registrant)
By: /s/ Ronald J. Gellert
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Ronald J. Gellert
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of IPL Systems, Inc., hereby
severally constitute and appoint Ronald J. Gellert and Eugene F. Tallone, 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 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.
Witness our hands and common seal on the dates set forth below.
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
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/s/ Ronald J. Gellert President, August 12, 1996
------------------------ Chief Executive Officer
Ronald J. Gellert and Director
(Principal Executive Officer)
/s/ Eugene F. Tallone Chief Financial Officer, August 12, 1996
------------------------ Vice President -- Finance and
Eugene F. Tallone Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Stephen J. Ippolito Director August 12, 1996
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Stephen J. Ippolito
/s/ Cornelius P. McMullan Director August 12, 1996
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Cornelius P. McMullan
/s/ Harris Ravine Director August 12, 1996
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Harris Ravine
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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4.1 Restated Articles of Organization dated March
27, 1981 and Articles of Amendment dated
May 12, 1981 and July 8, 1992, filed as Exhibit
3.1 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31,
1992 and incorporated herein by reference. *
4.2 By-Laws of the Company, as amended, filed as
Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1987 and incorporated herein by
reference. *
5.1 Opinion of Palmer & Dodge as to the legality
of the securities registered hereunder. 9
23.1 Consent of Deloitte & Touche, independent
certified public accountants. 11
23.2 Consent of Palmer & Dodge (contained in
Opinion of Palmer & Dodge filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the Signature
Page to this Registration Statement).
99.1 1996 Consolidated Equity Incentive Plan. 13
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* Incorporated by reference
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