-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIEspqSAg4q4tmu2XZxHlt19UiBGLL640wh0x+MAvmdaZWuKagBZmJznGAIqF4Ad 0EeUK5Qzj22lqVBzP600rw== 0000936392-97-001204.txt : 19970918 0000936392-97-001204.hdr.sgml : 19970918 ACCESSION NUMBER: 0000936392-97-001204 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970912 EFFECTIVENESS DATE: 19970912 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPL SYSTEMS INC CENTRAL INDEX KEY: 0000351810 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042511897 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35441 FILM NUMBER: 97679175 BUSINESS ADDRESS: STREET 1: 124 ACTON ST CITY: MAYNARD STATE: MA ZIP: 01754 BUSINESS PHONE: 5084611000 MAIL ADDRESS: STREET 2: 124 ACTON STREET CITY: MAYNARD STATE: MA ZIP: 01754 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1997 REGISTRATION NO. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- IPL SYSTEMS, INC. (Exact name of Registrant as specified in its charter) Massachusetts 04-2511897 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 124 Acton Street Maynard, Massachusetts 01754 (508) 461-1000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) -------------------- 1996 CONSOLIDATED EQUITY INCENTIVE PLAN (Full title of the plan) -------------------- Harris Ravine Chief Executive Officer IPL SYSTEMS, INC. 124 Acton Street Maynard, Massachusetts 01754 (508) 461-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- Copy to: Jeremy D. Glaser, Esq. COOLEY GODWARD LLP 4365 Executive Drive, Suite 1100 San Diego, CA 92121 (619) 550-6000 -------------------- CALCULATION OF REGISTRATION FEE
============================================ =============== ================== =================== ================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - -------------------------------------------- --------------- ------------------ ------------------- ------------------ Class A Common Stock, $.01 par value 654,500 $1.125-$1.125(1) $796,312.50(1) $241.30 ============================================ =============== ================== =================== ==================
2 (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457. The price per share and aggregate offering price are based upon the actual exercise prices for shares subject to outstanding stock options previously granted under the Registrant's 1996 Consolidated Equity Incentive Plan. The following chart shows the calculation of the registration fee.
- ------------------------------------------------------- -------------------- ---------------------------- ------------------ Aggregate Type of Shares Number of Shares Offering Price Per Share Offering Price - ------------------------------------------------------- -------------------- ---------------------------- ------------------ Common Stock issuable pursuant to outstanding options 174,500 $1.125 $196,312.50 under the 1996 Consolidated Equity Incentive Plan - ------------------------------------------------------- -------------------- ---------------------------- ------------------ Common Stock issuable pursuant to outstanding options 480,000 $1.25 $600,000 under the 1996 Consolidated Equity Incentive Plan - ------------------------------------------------------- -------------------- ---------------------------- ------------------
3 REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 On June 3, 1997, the stockholders of IPL Systems, Inc. (the "Company") approved an increase in the number of shares of the Company's Common Stock available for grant under the Company's 1996 Consolidated Equity Incentive Plan from 650,000 shares to 2,500,000 shares. This registration statement is filed pursuant to General Instruction E of Form S-8 to register an additional 654,500 of such additional shares. The contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on August 13, 1996 (Registration Number 333-10025) and the Post-Effective Amendment thereto filed with the SEC on August 14, 1996, are hereby incorporated by reference. In addition, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 00-10370) and amendments thereto filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the section entitled The Merger Proposals (pp. 17-24) and the Financial Statements of Andataco (pp. F-15 - F-24) contained in the Company's definitive Proxy Statement filed with the Commission on May 6, 1997 are incorporated herein by reference. On June 3, 1997, the Company completed a business combination with ANDATACO, a California corporation ("ANDATACO"), whereby ANDATACO was merged with a wholly-owned subsidiary of the Company (the "Merger"). Although as a legal matter the Merger resulted in ANDATACO becoming a subsidiary of the Company, for financial reporting purposes the Merger was treated as a recapitalization of ANDATACO and an acquisition of the Company by ANDATACO using the purchase method of accounting (reverse acquisition). The financial reporting requirements of the Securities and Exchange Commission require that the financial statements reported by the Company subsequent to June 3, 1997, the date of consummation the Merger, be those of ANDATACO, which financial statements will include the results of operations of the Company for periods subsequent to the consummation of the Merger. Consequently, the financial information contained in the Annual Report on Form 10-K identified above represents the Company's historical financial information of the Company prior to its acquisition by Andataco. The financial information contained in the Proxy Statement referred to above reflects the historical financial information of ANDATACO. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 September 11, 1997. IPL SYSTEMS, INC. By: /s/ Harris Ravine -------------------------------- Harris Ravine Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harris Ravine and Richard A. Hudzik, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 other documents in connection therewith, with the Securities and Exchange 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 requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitutes or substitute, 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 dates indicated.
Chief Executive Officer and Chairman of the Board /s/ Harris Ravine (Principal Executive Officer) September 11, 1997 - ---------------------------------- Harris Ravine /s/ W. David Sykes President and Director September 11, 1997 - ---------------------------------- W. David Sykes Chief Financial Officer /s/ Richard A. Hudzik (Principal Financial and Accounting September 11, 1997 - ---------------------------------- Officer) Richard A. Hudzik /s/ Stephen J. Ippolito Director September 11, 1997 - ---------------------------------- Stephen J. Ippolito /s/ Cornelius P. McMullan Director September 11, 1997 - ---------------------------------- Cornelius P. McMullan
5 EXHIBITS
Exhibit No. Description - ----------- ----------- 5.1 Opinion of Palmer & Dodge LLP. 23.1 Consent of Palmer & Dodge LLP. Reference is made to Exhibit 5.1. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Price Waterhouse LLP.
EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 [Palmer & Dodge Letterhead] September 11, 1997 ILL Systems, Inc. 124 Acton Street Maynard, Massachusetts 01754 Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by IPL Systems, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The Registration Statement relates to 654,500 shares (the "Shares") of the Company's Class A Common Stock, $.01 par value, offered pursuant to the provisions of the Company's 1996 Consolidated Equity Incentive Plan (the "Plan"). In connection with this opinion, we have examined and relied upon the Registration Statement, the Plan, the Company's Restated Articles of Organization, and Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. Based upon the foregoing, we are of the opinion that, when issued in accordance with the terms of the Plan and the options or other rights granted thereunder, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Palmer & Dodge LLP EX-23.2 3 EXHIBIT 23.2 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of IPL Systems, Inc. on Form S-8 of our reports dated February 21, 1997 (except for Note 14, for which the date is March 7, 1997) (which expresses an unqualified opinion and includes an explanatory paragraph relating to the ability of the Company to continue as a going concern) appearing in the Annual Report on Form 10-K of IPL Systems, Inc. for the year ended December 31, 1996. Boston, Massachusetts September 8, 1997 EX-23.3 4 EXHIBIT 23.3 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 22, 1997, which appears on page F-15 of the IPL Systems, Inc. Proxy Statement dated May 6, 1997. PRICE WATERHOUSE, LLP San Diego, California September 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----