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Registration No. 333-
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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PRI AUTOMATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2495703
(STATE OR OTHERJURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS 01821-3986
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PROMIS SYSTEMS CORPORATION LTD.
AMENDED AND RESTATED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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MITCHELL G. TYSON
President and Chief Executive Officer
PRI Automation, Inc.
805 Middlesex Turnpike
Billerica, Massachusetts 01821-3986
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(978) 670-4270
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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WITH COPIES TO:
Robert L. Birnbaum, Esquire
William R. Kolb, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
Common Stock,
$0.01 par value 270,841 shares (1) $16.7581(2) $4,538,792.00 $1,262.00
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(1) Represents shares of Common Stock issuable upon exercise of stock
options granted pursuant to the Promis Systems Corporation Ltd. ("Promis")
Amended and Restated Stock Option Plan dated September 30, 1998 (the "Plan").
The registrant has assumed the obligation to issue shares of Common Stock upon
exercise of the stock options issued under the Plan that were exchanged in
connection with the combination of the businesses of the registrant and Promis.
(2) Calculated pursuant to Rule 457(h)(1) based on the weighted average
exercise price per share of the options outstanding under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) PRI's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 (file number 000-24934), as filed with the
Commission on December 22, 1998, as amended by PRI's Form 10-K/A,
as filed with the Commission on February 26, 1999;
(b) PRI's Quarterly Report on Form 10-Q for the quarter ended December
27, 1998;
(c) PRI's Current Report on Form 8-K dated November 25, 1998;
(d) PRI's Current Report on Form 8-K dated December 10, 1998;
(e) PRI's Current Report on Form 8-K dated January 14, 1999;
(f) PRI's Current Report on Form 8-K dated January 29, 1999;
(g) PRI's definitive Proxy Statement used in connection with its 1999
Annual Meeting of Stockholders, as filed with the Commission on
January 27, 1999;
(h) PRI's Current Report on Form 8-K dated January 28, 1999;and
(i) the description of PRI's common stock, par value $0.01 per share,
contained in the Registration Statement on Form 8-A filed with the
Commission on October 12, 1994 under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by PRI 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 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 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.
The validity of the securities registered hereby is being passed upon
for PRI by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6C of PRI's Restated Articles of Organization provides that PRI
(with certain exceptions) will indemnify and hold harmless to the fullest extent
authorized by the Massachusetts Business Corporation Law each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (hereinafter a "Proceeding"), by reason of the fact
that he or she is or was (a) a director of PRI, (b) an officer of PRI elected or
appointed by the stockholders or the Board of Directors, or (c) serving, at the
request of PRI as evidenced by a vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, as a director,
officer, employee or other agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (such persons described in (a), (b) and (c) are sometimes
hereinafter referred to as "Indemnitees") against all expense, liability, and
loss reasonably incurred by any such Indemnitee in connection therewith. PRI may
also, to the extent authorized by the Board of Directors, grant rights to
indemnification, and to an advancement of expenses, to any employee or agent of
PRI. Notwithstanding the foregoing, if Massachusetts Business Corporation Law
requires, an advancement of expenses incurred by an Indemnitee will be made only
upon delivery to PRI of an undertaking, by or on behalf of such Indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is not further right to appeal that such
Indemnitee is not entitled to be indemnified for such expenses.
The rights under Article 6C may not be amended or terminated so as to
adversely affect an individual's rights with respect to the period prior to such
amendment without the consent of the person entitled to the indemnification
(unless otherwise required by the Massachusetts Business Corporation Law).
Section 67 of Chapter 156B of the Massachusetts Business Corporation
Law authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been 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 that such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants of such employee benefit plan.
The effect of these provisions would be to authorize such
indemnification by PRI for liabilities arising out of the Securities Act of
1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.4 Promis Systems Corporation Ltd. Amended and Restated Stock Option
Plan dated as of September 30, 1998
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant 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; 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)(i) and (a)(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 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
3. 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Billerica, Massachusetts, on this 8th day of March,
1999.
PRI AUTOMATION, INC.
By:/s/ MITCHELL G. TYSON
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Mitchell G. Tyson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Mordechai Wiesler, Mitchell G. Tyson and
Stephen D. Allison, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or any of them, may deem necessary or advisable to be done in connection
with this Registration Statement, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes
for him, any or all of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
/s/ Mordechai Wiesler Chairman of the Board, Treasurer and March 8, 1999
- ------------------------------------- Director
Mordechai Wiesler
/s/ Mitchell G. Tyson Chief Executive Officer, President and March 8, 1999
- ------------------------------------- Director (PRINCIPAL EXECUTIVE OFFICER)
Mitchell G. Tyson
/s/ Stephen D. Allison Vice President and Chief Financial March 8, 1999
- ------------------------------------- Officer (PRINCIPAL FINANCIAL AND
Stephen D. Allison ACCOUNTING OFFICER)
/s/ Alexander V. d'Arbeloff Director March 8, 1999
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Alexander V. d'Arbeloff
/s/ Boruch B. Frusztajer Director March 8, 1999
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Boruch B. Frusztajer
/s/ Amram Rasiel Director March 8, 1999
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Amram Rasiel
/s/ Kenneth M. Thompson Director March 8, 1999
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Kenneth M. Thompson