As filed with the Securities and Exchange Commission on September 11, 2002
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VICOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
25 FRONTAGE ROAD
ANDOVER, MA 01810
DELAWARE (978) 470-2900 04-2742817
(STATE OF INCORPORATION) (ADDRESS OF REGISTRANT'S (I.R.S. EMPLOYER
PRINCIPAL EXECUTIVE OFFICES) IDENTIFICATION NO.)
VICOR CORPORATION
AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
PATRIZIO VINCIARELLI
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
VICOR CORPORATION
25 FRONTAGE ROAD
ANDOVER, MA 01810
(978) 470-2900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPY TO:
PAUL W. LEE, P.C.
GOODWIN PROCTER LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
CALCULATION OF REGISTRATION FEE
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Title of Securities Amounts to be Proposed Maximum Proposed Maximum Amount of
Being Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value 2,000,000 shares (1) $7.31 (2) $14,620,000 (2) $1,346
$0.01 per share
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(1) Plus such additional number of shares as may be required pursuant to the
Amended and Restated 2000 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 purpose of
determining the registration fee. This registration fee is based upon the
market value of outstanding shares of Vicor Corporation's common stock on
September 5, 2002, utilizing the average of the high and low sale prices as
reported on the Nasdaq Stock Market.
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STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
ADDITIONAL SECURITIES
This Registration Statement on Form S-8 relates to 2,000,000 additional
shares of common stock, $0.01 par value (the "Common Stock"), of Vicor
Corporation (the "Company"), which may be issued under the Company's Amended and
Restated 2000 Stock Option and Incentive Plan (the "Plan"). The Company hereby
0incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 333-44790, filed with the Securities and Exchange Commission (the
"Commission") on August 30, 2000, relating to 2,000,000 shares of Common Stock
issuable pursuant thereto. The total number of shares of Common Stock issuable
pursuant to the Plan is now 4,000,000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the documents listed in (a)
through (d) below, which have been previously filed with the Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2002;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2002; 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 by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 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 8. EXHIBITS
The exhibits listed below represent a complete list of exhibits filed or
incorporated by reference as part of this registration statement.
5.1 Opinion of Goodwin Procter LLP, as to the legality of the securities being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page of this registration
statement).
99.1 Vicor Corporation Amended and Restated 2000 Stock Option and Incentive
Plan (incorporated by reference to Exhibit A of the Company's Proxy
Statement for use in connection with its 2002 Annual Meeting of
Stockholders, which was filed with the Commission on April 29, 2002).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, on
this 6th day of September, 2002.
VICOR CORPORATION
By: /s/ Patrizio Vinciarelli
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Patrizio Vinciarelli
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
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 any and all amendments
(including post-effective amendments) to this Registration Statement and (ii) 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE
- --------- -------- ----
/s/ Patrizio Vinciarelli
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Patrizio Vinciarelli Chairman of the Board, President and Chief September 6, 2002
Executive Officer
(Principal Executive Officer)
/s/ Mark A. Glazer
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Mark A. Glazer Chief Financial Officer, Treasurer and September 6, 2002
Secretary (Principal Financial and
Accounting Officer)
/s/ M. Michael Ansour
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M. Michael Ansour Director September 6, 2002
/s/ Estia J. Eichten
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Estia J. Eichten Director September 6, 2002
/s/ Barry Kelleher
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Barry Kelleher Director and Senior Vice President, September 6, 2002
Global Operations
SIGNATURE TITLE(S) DATE
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/s/ Jay M. Prager
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Jay M. Prager Director and Senior Vice President, Technology September 6, 2002
/s/ David T. Riddiford
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David T. Riddiford Director September 6, 2002
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Samuel Anderson Director September 6, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Goodwin Procter LLP, as to the legality of the securities
being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page of this registration
statement).
99.1 Vicor Corporation Amended and Restated 2000 Stock Option and
Incentive Plan (incorporated by reference to Exhibit A to the
Company's Proxy Statement for use in connection with its 2002 Annual
Meeting of Stockholders, which was filed with the Commission on
April 29, 2002).