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As filed with the Securities and Exchange Commission on August 11, 1998
REGISTRATION STATEMENT 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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VICOR CORPORATION
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 04-2742817
(State of Incorporation) (I.R.S. Employer Identification Number)
23 FRONTAGE ROAD
ANDOVER, MA 01810
(978) 470-2900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
VICOR CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
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PATRIZIO VINCIARELLI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VICOR CORPORATION
23 FRONTAGE ROAD
ANDOVER, MA 01810
(978) 470-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With copies to:
PAUL W. LEE, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MA 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Securities Being Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share(2) Aggregate Offering Price (2) Registration Fee
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Common Stock, par value $.01 2,000,000 shares $12.03125 $24,062,500 $7,099
per share
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(1) Plus such additional number of shares as may be required pursuant to the
1998 Stock Option and Incentive Plan in the event of a stock dividend,
reverse stock split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purposes of
determining the amount of the registration fee. The registration fee is
based upon the average of the high and low sales prices for the
Registrant's common stock, par value $0.01 per share (the "Common Stock"),
as reported on the Nasdaq National Market on August 5, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Vicor Corporation (the "Company") hereby incorporates by reference the
documents listed in (a) through (d) below, which have been previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998; and
(d) The description of the Company's Common Stock contained in its
registration statement on Form 10, filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in 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 AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICER.
The Company is a Delaware corporation. Reference is made to Section 145(a)
and Section 145(b) of the Delaware General Corporation Law (the "DGCL"), which
enables a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
A corporation may also indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of
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the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that a Delaware corporation is required to
indemnify a present or former director or officer against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of conduct
set forth in Sections 145(a) and 145(b) of the DGCL. Such determination is to be
made (i) by the board of directors by vote of directors who were not party to
such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (iii) by the stockholders.
Section 102(b)(7) of the DGCL provides that the charter of a Delaware
corporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of a
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
The Company's Restated Certificate of Incorporation, as amended, contains a
provision permitted by Section 102(b)(7) of the DGCL that generally eliminates
the personal liability of each director to the Company and its stockholders for
monetary damages for breach of fiduciary duty, unless the director breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or a knowing violation of law, paid a dividend or approved a stock
repurchase in violation of the DGCL or for engaging in a transaction in which
the director derived an improper personal benefit. This provision does not alter
a director's liability under the federal securities laws. In addition, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.
The By-laws of the Company provide that directors and officers of the
Company shall be indemnified by the Company to the fullest extent authorized by
Delaware law as in effect on the date such By-laws were adopted or as thereafter
amended against all expenses, liabilities and losses reasonably incurred in
connection with service for or on behalf of the Company. In general, such
indemnification shall continue as to any person who has ceased to be a director
or officer of the Company and shall inure to the benefit of such person's heirs,
executors and administrators. The By-laws also provide that the right of
directors and officers to indemnification shall be a contract right and shall
include the right to advancement of expenses prior to the final disposition of a
proceeding; provided, however, that such advancement may only be made upon
delivery to the Company of an undertaking by such director or officer to repay
all amounts so advanced if it shall be
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determined by a final judicial decision from which there is no right to appeal
that such person is not entitled to indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this
Registration Statement.
EXHIBIT
5.1 Opinion of Goodwin, Procter & Hoar LLP, as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included on signature page of this registration
statement).
99.1 Vicor Corporation 1998 Stock Option and Incentive Plan.
Item 9. UNDERTAKINGS.
(a) The undersigned Company 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;
(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; and
(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) herein 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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in the registration statement.
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(2) 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.
(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 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 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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, the Company 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 Town
of Andover, the Commonwealth of Massachusetts, as of the 10th day of August,
1998.
VICOR CORPORATION
By: /s/ Patrizio Vinciarelli
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Patrizio Vinciarelli
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Patrizio Vinciarelli and Mark A.
Glazer acting together or singularly, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his name,
place and stead, in any and all capacities, (i) to sign a Registration Statement
on Form S-8 under the Securities Act relating to the shares issuable pursuant to
the Vicor Corporation 1998 Stock Option and Incentive Plan and (ii) to sign any
and all amendments (including post-effective amendments) to such Registration
Statement, and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Commission under the Securities Act.
The undersigned hereby ratifies and confirms all that such attorney-in-fact or
his substitute may lawfully do or cause to be done by virtue hereof.
Signature Capacity Date
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/s/ Patrizio Vinciarelli Chairman of the Board, President August 10, 1998
- --------------------------- and Chief Executive Officer
Patrizio Vinciarelli (Principal Executive Officer)
/s/ M. Michael Ansour Director August 10, 1998
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M. Michael Ansour
/s/ Richard E. Beede Director and Senior Vice August 10, 1998
- --------------------------- President, Marketing
Richard E. Beede
Director August 10, 1998
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Estia J. Eichten
/s/ Jay M. Prager Director and Senior Vice August 10, 1998
- --------------------------- President, Technology
Jay M. Prager
/s/ David T. Riddiford Director August 10, 1998
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David T. Riddiford
/s/ Mark A. Glazer Chief Financial Officer, Treasurer August 10, 1998
- --------------------------- and Secretary (Principal Financial
Mark A. Glazer and Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included on the signature page of this registration
statement).
99.1 Vicor Corporation 1998 Stock Option and Incentive Plan.
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