S-8

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As filed with the Securities and Exchange Commission on April 22, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MAXWELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3571
(Primary Standard Industrial Classification Code Number) 95-2390133
(Employer Identification No.)

8888 Balboa Avenue
San Diego, California 92123
(858) 279-5100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

MAXWELL TECHNOLOGIES, INC.
2002 SUBSTITUTE STOCK OPTION PLAN
(Full title of the plan)

Donald M. Roberts, Esq.
General Counsel
8888 Balboa Avenue
San Diego, California 92123
(858) 279-5100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Robert W. Barnett, Esq.
Riordan & McKinzie
300 South Grand Avenue
29th Floor
Los Angeles, California 90071
(213) 629-4824

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.10 per share	509,656	(1)	$3,744,527(1)	$345

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, based upon the aggregate exercise price of all options granted under the 2002 Substitute Stock Option Plan.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents which Maxwell Technologies, Inc. (the "Company") has filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this registration statement:

(1)

The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2001, as filed with the Commission on March 29, 2002; and



(2)

The description of the Company's securities contained in the Company's Registration Statement on Form 8-A (Commission File No. 000-10964) filed with the Commission on March 8, 1983.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 and prior to the filing of a post-effective amendment to the registration statement that indicates that all securities offered hereby have been sold or that deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        The validity of the shares of common stock registered hereunder have been passed on by Donald M. Roberts, the Company's General Counsel. Mr. Roberts holds options to purchase 38,798 shares of common stock being registered hereunder.

Item 6. Indemnification of Directors and Officers.

        The Company is a Delaware corporation. Article V of the Company's Bylaws provides that the Company may indemnify its officers and directors to the full extent permitted by law. Section 145 of the General Corporation Law of the State of Delaware (the "GCL") provides that a Delaware corporation has the power to indemnify its officers and directors in certain circumstances.

        Subsection (a) of Section 145 of the GCL empowers a corporation to indemnify any director or officer, or former director or officer, 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), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no cause to believe his or her conduct was unlawful.

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        Subsection (b) of Section 145 of the GCL empowers a corporation to indemnify any director or officer, or former director or officer, 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 such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer 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 was brought shall determine that despite the adjudication of liability such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Section 145 of the GCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith; 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 the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.

        Article Seventeenth of the Company's Certificate of Incorporation currently provides that each director shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper benefit.

        The Company has entered into indemnity agreements with each of its directors. The indemnity agreements generally indemnify such persons against liabilities arising out of their service in their capacities as directors, officers, employees or agents of the Company. The Company may from time to time enter into indemnity agreements with additional individuals who become officers and/or directors of the Company.

Item 7. Exemptions from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

5.1

Opinion of Donald M. Roberts, General Counsel of the Company, as to the legality of the common stock registered hereby.

23.1

Consent of Ernst & Young LLP, Independent Auditors.

99.1

Form of the Company's 2002 Substitute Stock Option Plan.

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Item 9. Undertakings.

        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:

        (i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

        (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;

        (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 (i) and (ii) above 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 registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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.

        (4)  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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

        Insofar as indemnification for liabilities 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 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 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 San Diego, State of California, on this 16th day of April, 2002.

MAXWELL TECHNOLOGIES, INC.
By:	/s/  CARLTON J. EIBL Carlton J. Eibl President and Chief Executive Officer

        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 dates indicated.

Signature	Title(s)	Date
/s/  CARLTON J. EIBL Carlton J. Eibl	President, Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  JAMES A. BAUMKER James A. Baumker	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	April 16, 2002
/s/  KENNETH F. POTASHNER Kenneth F. Potashner	Chairman of the Board and Director	April 16, 2002
/s/  MARK ROSSI Mark Rossi	Director	April 16, 2002
/s/  JEAN LAVIGNE Jean Lavigne	Director	April 16, 2002
/s/  ROBERT GUYETT Robert Guyett	Director	April 16, 2002

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INDEX TO EXHIBITS

5.1

Opinion of Donald M. Roberts, General Counsel of the Company, as to the legality of the common stock registered hereby.

23.1

Consent of Ernst & Young LLP, Independent Auditors.

99.1

Form of the Company's 2002 Substitute Stock Option Plan.

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemptions from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.

SIGNATURES
INDEX TO EXHIBITS

EX-5.1

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EXHIBIT 5.1

April 16, 2002

Maxwell Technologies, Inc.
8888 Balboa Avenue
San Diego, California 92123

Ladies and Gentlemen:

        You have requested my opinion in my capacity as General Counsel to Maxwell Technologies, Inc., a Delaware corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the issuance and sale of up to 509,656 shares (the "Shares") of the Company's common stock, par value $.10 per share ("Common Stock"), that may be issued from time to time upon the exercise of options to purchase Common Stock pursuant to the Company's 2002 Substitute Stock Option Plan (the "Plan").

        In rendering the opinion set forth herein, I have made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to my satisfaction to be true and correct copies thereof, as I have deemed necessary under the circumstances.

        Based on such review, I am of the opinion that the Shares have been duly authorized, and when sold and issued in accordance with the terms of the Plan will be, validly issued, fully paid and non-assessable.

        I consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to me under the caption "Legal Matters" in the prospectus which is part of the Registration Statement.

Very truly yours,

/s/ Donald M. Roberts

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EXHIBIT 5.1

EX-23.1

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EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

        We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Maxwell Technologies, Inc. 2002 Substitute Stock Option Plan to be filed on or about April 19, 2002, of our report dated February 8, 2002, with respect to the consolidated financial statements and schedule of Maxwell Technologies, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Diego, California
April 16, 2002

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EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

EX-99.1

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EXHIBIT 99.1

MAXWELL TECHNOLOGIES, INC.
2002 SUBSTITUTE STOCK OPTION PLAN

        1.    Purpose. The 2002 Substitute Stock Option Plan (the "Plan") is intended to advance the interests of Maxwell Technologies, Inc. (the "Company"), its shareholders and its subsidiaries by providing a source of Company stock options into which existing options for stock in certain subsidiaries of the Company can be converted. The Company and its I-Bus/Phoenix and Electronic Components Group subsidiaries are engaging in merger transactions (the "Merger Transactions") intended to cause, among other things, stock options in such subsidiaries to be converted into options for Company common stock. Each Merger Transaction will be effected in accordance with an Agreement of Merger (the "Merger Agreements") providing for the means of converting stock options in the particular subsidiary into stock options to be granted under the Plan. The Plan is a one-time, special source of stock options and is not intended to be an ongoing program. After the initial issuance of options hereunder in connection with the Merger Transactions, no further options will be granted under the Plan. The stock options granted under the Plan are not intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended.

        2.    Definitions.

        (a)  "Agreement" means the agreement between the Company and the optionee under which an Option is granted, and setting forth the terms and conditions of the Option and the optionee's rights thereunder.

        (b)  "Board" means the Board of Directors of the Company.

        (c)  "Committee" means, if there shall be a Stock Option Committee (the members of which shall be appointed by the Board from among the directors of the Company who shall satisfy applicable requirements for exemption under Section 16[b] of the Securities Exchange Act of 1934 and for qualification under Section 162[m] of the Internal Revenue Code of 1986) to which the Board has delegated the authority to administer the Plan, said Stock Option Committee; or if there shall not then be a Stock Option Committee of the Board having such delegated authority, or satisfying the requirements for said Section 16[b] exemption or said Section 162[m] qualification, "Committee" means the Board.

        (d)  "Common Stock" means the Company's common stock.

        (e)  "Date of Grant" means the date on which an Option under the Plan is granted pursuant to the Merger Transactions.

        (f)    "Option" means an option granted under the Plan.

        (g)  "Optionee" means a person to whom an option, which has not expired, has been granted under the Plan.

        (h)  "Subsidiary" or "Subsidiaries" means a subsidiary corporation or corporations of the Company as defined in Section 424 of the Code.

        (i)    "Successor" means the legal representative of the estate of the deceased Optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death of any Optionee.

        3.    Administration of the Plan. The Plan shall be administered by the Committee. Options shall be granted under the Plan after approval hereof by the Board and pursuant to the Merger Agreements governing the Merger Transactions. The number of shares and purchase price of Common Stock covered by each Option, the individuals to whom Options shall be granted, and the term of each Option granted shall be as determined under said Merger Agreements. The Committee shall have the authority to make all other determinations and take all other actions deemed necessary or advisable for

the proper administration of the Plan. All such actions and determinations of the Committee shall be conclusively binding for all purposes and upon all persons.

        4.    Common Stock Subject to Options. Unless amended in accordance with the provisions of Paragraph 11, and subject to adjustment under the provisions of Paragraph 7, the aggregate number of shares of the Company's Common Stock which may be issued upon the exercise of Options granted under the Plan shall not exceed 550,000. The shares of Common Stock to be issued upon the exercise of Options may be authorized but unissued shares, shares issued and reacquired by the Company or shares bought on the market for the purposes of the Plan. The Plan shall involve an initial grant of Options pursuant to the Merger Transactions only, and after such initial grant, no further Options shall be granted hereunder. In the event any Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full, the shares subject to such Option but not purchased thereunder shall not be available for any further Options to be granted under the Plan.

        5.    Participants. Options shall be granted under the Plan to employees (including for this purpose directors) of the Company or a Subsidiary who hold Subsidiary options that are subject to conversion to Options pursuant to the Merger Transactions.

        6.    Terms and Conditions of Options. Any Option granted under the Plan shall be evidenced by an Agreement executed by the Company and the Optionee and shall contain such terms and be in such form as the Committee may from time to time approve, subject to the following limitations and conditions:

        (a)  Option Price. The option price per share with respect to each Option shall be determined by the terms of the Merger Agreements entered into pursuant to the Merger Transactions.

        (b)  Period of Option. Except for earlier termination as provided in Subparagraphs (g) and (h) of this Paragraph 6, and in Subparagraph (b) of Paragraph 7, the expiration date of each Option shall be fixed to correspond to the expiration date of the Subsidiary option being converted into such Option in the Merger Transactions.

        (c)  Vesting of Shareholder Rights. Neither an Optionee nor any successor shall have any of the rights of a shareholder of the Company until the Option with respect to the applicable shares shall have been duly exercised and the certificate evidencing such shares delivered to such Optionee or any successor.

        (d)  Exercise of Option. Each Option shall be exercisable in such amounts and at such respective dates prior to the expiration of the Option as provided in the Agreement.

        (e)  Payment of Option Price. Upon exercise of an Option, Optionee or Successor shall pay the option price by delivering to the Company:

        (i)    cash or a check payable to the Company in an amount equal to the option price;

        (ii)  a stock certificate or certificates, duly endorsed for transfer to the Company, representing shares of Common Stock of the Company owned by the Optionee or Successor which have a fair market value on the date of exercise equal to the option price; or

        (iii)  cash or a check payable to the Company and a stock certificate or certificates, duly endorsed for transfer to the Company, representing shares of Common Stock owned by the Optionee or Successor, which, when added to the amount of the cash or check, have a fair market value on the date of exercise equal to the Option price.

        For the purposes hereof, fair market value shall be determined by the Committee and such determination shall be binding upon the Company and upon the Optionee or Successor.

        (f)    Non-Transferability of Option. No Option shall be transferable or assignable by an Optionee otherwise than by will or the laws of descent and distribution and each Option shall be exercisable during the Optionee's lifetime only by the Optionee. No Option shall be pledged or

hypothecated in any way and no Option shall be subject to execution, attachment or similar process.

        (g)  Termination of Employment. Upon termination of an Optionee's employment with the Company and its Subsidiaries other than by reason of the death of the Optionee, the Option privileges of such Optionee shall be limited to the shares which were immediately purchasable by him at the date of such termination and such Option privilege shall expire unless exercised by him within sixty (60) days after the date of such termination. The granting of an Option to any person shall not alter in any way the Company's or the Subsidiary's right to terminate such person's employment at any time for any reason, nor shall it confer upon the Optionee any rights or privileges except as specifically provided for in the Plan.

        (h)  Death of Optionee. If an Optionee dies while in the employ of the Company or any Subsidiary, the option privileges of said Optionee shall be limited to the shares which were immediately purchasable by such Optionee at the date of death and such option privileges shall expire unless exercised by said Optionee's successor within one (1) year after the date of death.

        (i)    Maximum Number of Shares. The maximum number of shares of Common Stock that may be subject to options granted to any one eligible individual is the total number of shares authorized for grant of options under Paragraph 4 of the Plan.

        7.    Adjustments.

        (a)  In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification, stock split-up, combination of shares, dividend or other distribution payable in capital stock, appropriate adjustment shall be made by the Board in the number, kind and exercise price of shares for the purchase of which Options have theretofore been or may thereafter be granted under the Plan.

        (b)  In the event that the Company shall determine to merge, consolidate or enter into any other reorganization with or into any other corporation, or in the event of any dissolution or liquidation of the Company, then in any such event, at the election of the Board, (i) appropriate adjustment shall be made by the Board in the number, kind and exercise price of shares for the purchase of which Options have theretofore been and/or may thereafter be granted under the Plan, or (ii) the Plan and any Options theretofore granted under the Plan shall terminate as of the date of such merger, consolidation, reorganization, dissolution or liquidation, provided that written notice of such event shall have been given to each Optionee not less than 30 days prior to the date of such event. Upon any election by the Board pursuant to the provisions of clause (ii) of this Subparagraph (b), each Optionee shall have the right during the period commencing on the date the notice referred to in said clause (ii) is given and concluding on the date of such merger, consolidation, reorganization, dissolution or liquidation, as the case may be, to exercise such Optionee's outstanding and unexercised stock Options, including shares as to which such Options would not otherwise have been exercisable by reason of an insufficient lapse of time.

        (c)  All adjustments and determinations under this Paragraph 7 shall be made by the Board, whose decisions as to what adjustments or determinations shall be made, and the extent thereof, shall be final, binding and conclusive.

        8.    Restrictions on Issuing Shares. The exercise of each Option shall be subject to the condition that if at any time the Company shall determine in is discretion that (i) the satisfaction of withholding tax or other withholding liabilities, or (ii) the listing, registration or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection of any exemption from any such withholding, listing, registration, qualification, consent or approval is necessary or desirable as a condition of, or in connection with, such exercise or the issuance, delivery or purchase of shares thereunder, then in any such event, such exercise shall not be effective unless such withholding,

listing registration, qualification, consent, approval or exemption shall have been effected, obtained or perfected free of any conditions not acceptable to the Company.

        9.    Use of Proceeds. The proceeds received by the Company from the sale of its Common Stock pursuant to the exercise of Options granted under the Plan shall be added to the Company's general funds and used for general corporate purposes.

        10.  Amendment, Suspension and Termination of the Plan. The Board may at any time suspend or terminate the Plan or may amend it from time to time in such respects as the Board may deem advisable in order that the Options granted thereunder may conform to any changes in the law or in any other respect which the Board may deem to be in the best interests of the Company; provided, however, that without approval by the shareholders of the Company, no such amendment shall (a) except pursuant to Paragraph 7, increase the maximum number of shares for which Options may be granted under the Plan, (b) change the provisions of Subparagraph (a) of Paragraph 6 relating to the establishment of the Option price, (c) change the provisions of Subparagraph (b) of Paragraph 6 relating to the expiration date of each option or (d) change the provisions of the second sentence of this Paragraph 10 relating to the term of this Plan. Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate one (1) year after the effective date of the Plan. No Option may be granted during any suspension or after the termination of the Plan. Except as otherwise provided in the Plan, no amendment, suspension or termination of the Plan shall, without an Optionee's consent, alter or impair any of the rights or obligations under any Option theretofore granted to such Optionee under the Plan.

        11.  Effective Date of the Plan and Shareholder Approval. The effective date of the Plan shall be the date of its approval by the Board of Directors of the Company.

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EXHIBIT 99.1

MAXWELL TECHNOLOGIES, INC. 2002 SUBSTITUTE STOCK OPTION PLAN