As filed with the Securities and Exchange Commission on May 19, 2000
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Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTENNIAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2978400
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(State of Incorporation) (I.R.S. Employer Identification No.)
7 Lopez Road
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices)
(Zip Code)
CENTENNIAL TECHNOLOGIES, INC.
1999 STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED
(Full title of the plan)
L. Michael Hone
President and Chief Executive Officer
Centennial Technologies, Inc.
7 Lopez Road
Wilmington, Massachusetts 01887
(Name and Address of agent for service)
(978) 988-8848
(Telephone number, including area code of agent for service)
With a copy to:
Raymond C. Zemlin, P.C.
Scott F. Duggan, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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 Aggregate Offering Registration Fee
Price
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Common Stock, par value 1,000,000 $ 7.97(2) $7,970,000 $2104.08(3)
$.01 per share
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(1) This Registration Statement also relates to such indeterminate number of
additional shares available for issuance under the Centennial
Technologies, Inc. 1999 Stock Option Plan as Amended and Restated (the
"Plan") as may be required pursuant to the Plan in the event of a stock
dividend, stock split, recapitalization or other similar event.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended and based on the average of the high and low sales prices of the
Common Stock as reported by certain Internet-based bulletin board
services on May 17, 2000.
(3) The Registration Statement also relates to the rights to purchase shares
of Series A Junior Participating Preferred Stock of the Registrant which
are attached to all shares of Common Stock issued, pursuant to the terms
of the Registrant's Shareholder Rights Agreement dated as of March 16,
1999. Until the occurrence of certain prescribed events, the rights are
not exercisable, are evidenced by the certificates for the Common Stock
and will be transfered with and only with such Common Stock. Because no
separate consideration is paid for the rights, the registration fee
therefore is included in the fee for the Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Centennial Technologies, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission (the "Commission"):
(a) the Registrant's latest annual report on Form 10-K for the fiscal
year ended March 25, 2000 as filed with the Commission on May 17,
2000 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 with the Commission by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act, since
March 26, 2000; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as filed with
the Commission on November 19, 1998, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that 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. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Amended and Restated ByLaws provides
that each person who is a director or officer of the Registrant shall be
indemnified by the Registrant to the full extent permitted by Section 145 of the
General Corporation Law of Delaware ("Section 145").
Section 145 provides a detailed statutory framework covering
indemnification of directors and officers of liabilities and expenses arising
out of legal proceedings brought against them by reason of their status or
service as directors or officers. This section provides that a director or
officer of a corporation (i) shall be indemnified by the corporation for all
expenses of such legal proceedings when he is successful on the merits, (ii) may
be indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such proceedings (other than a derivative suit), even if
he is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reasonable cause
to believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a shareholder alleging
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a breach by a director or officer of a duty owed to the corporation), even if he
is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his duties to the corporation, unless a court determines
that, despite such adjudication and in view of all of the circumstances, he is
entitled to indemnification. The indemnification described in clauses (ii) and
(iii) above may be made only upon a determination that indemnification is proper
because the applicable standard of conduct has been met. Such a determination
may be made by a majority of a quorum of disinterested directors, independent
legal counsel or the stockholders. The board of Directors may authorize
advancing litigation expenses to a director or officer upon receipt of an
undertaking by such director or officer to repay such expenses if it is
ultimately determined that he is not entitled to be indemnified for them.
As permitted by Section 145, the Registrant has purchased a general
liability insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or omissions in
their capacity as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this
Registration Statement.
EXHIBIT
3.1 Certificate of Incorporation of Centennial Technologies, Inc., as
amended (incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission (the "Commission") on November 6, 1998).
3.2 Amended and Restated By-laws of Centennial Technologies, Inc.
(incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Report on Form 8-A filed with the Commission on November
19, 1998).
4.1 Specimen Certificate of Common Stock of the Registrant (incorporated
herein by reference to Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q filed with the Commission on August 14, 1997).
4.2 Rights Agreement dated as of March 16, 1999 (incorporated herein by
reference to Exhibit 4.2 to the Registrant's Annual Report on Form
10-K filed with the Commission on June 4, 1999).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
99.1 1999 Stock Incentive Plan as Amended and Restated for Centennial
Technologies, Inc.
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:
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(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.
Not withstanding 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 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;
(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 by the undersigned Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement;
(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 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 (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 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.
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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 Town of Wilmington, Commonwealth of Massachusetts, on this
17th day of May, 2000.
CENTENNIAL TECHNOLOGIES, INC.
By: /s/ L. Michael Hone
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L. Michael Hone
President and Chief Executive Officer
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of L. Michael Hone and Richard J. Pulsifer
as such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person in such person's 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
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ L. Michael Hone President, Chief Executive Officer May 17, 2000
- -------------------------------------- (Principal Executive Officer)
L. Michael Hone
/s/ William J. Shea Chairman of the Board May 17, 2000
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William J. Shea
/s/ Richard J. Pulsifer Vice President and Chief Financial May 17, 2000
- -------------------------------------- Officer (Principal Financial and
Richard J. Pulsifer Accounting Officer)
/s/ Eugene M. Bullis Director May 17, 2000
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Eugene M. Bullis
/s/ Steven M. DePerrior Director May 17, 2000
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Steven M. DePerrior
/s/ Jay M. Eastman Director May 17, 2000
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Jay M. Eastman
/s/ David A. Lovenheim Director May 17, 2000
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David A. Lovenheim
/s/ John J. Shields Director May 17, 2000
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John J. Shields
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Certificate of Incorporation of Centennial Technologies, Inc., as
amended (incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (the "Commission") on November
6, 1998).
3.2 Amended and Restated By-laws of Centennial Technologies, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Report on Form 8-A filed with the
Commission on November 19, 1998).
4.1 Specimen Certificate of Common Stock of the Registrant
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q filed with the
Commission on August 14, 1997).
4.2 Rights Agreement dated as of March 16, 1999 (incorporated herein
by reference to Exhibit 4.2 to the Registrant's Annual Report on
Form 10-K filed with the Commission on June 4, 1999).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
99.1 1999 Stock Incentive Plan as Amended and Restated for Centennial
Technologies, Inc.
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