-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ilooNCO5bQPUtWizSU6yArBTYbE9SWcpKiK1ZqKKSFzzGPOjY8egpQQuKg7AkMlD w8kYxaDlM8ZrAvWJH/Kmhg== 0000950109-95-002185.txt : 19950606 0000950109-95-002185.hdr.sgml : 19950606 ACCESSION NUMBER: 0000950109-95-002185 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950605 EFFECTIVENESS DATE: 19950624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATA TRANSLATION INC CENTRAL INDEX KEY: 0000713138 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042532613 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59937 FILM NUMBER: 95545007 BUSINESS ADDRESS: STREET 1: 100 LOCKE DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752-1192 BUSINESS PHONE: 5084813700 MAIL ADDRESS: STREET 2: 100 LOCKE DRIVE CITY: MARLBORO STATE: MA ZIP: 01752-1192 S-8 1 FORM S-8 As filed with the Commission on June 5, 1995 File No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ DATA TRANSLATION, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-2532613 - -------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 100 Locke Drive Marlborough, Massachusetts 01752-1192 ---------------------------------------------------------------- (Address of principal executive offices, including zip code) 1986 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Alfred A. Molinari, Jr. President Data Translation, Inc. 100 Locke Drive Marlborough, Massachusetts 01752-1192 (508) 481-3700 -------------------------------------------- (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of Securities to be maximum maximum registration to be registered offering aggregate fee registered price per offering share/(1)/ price/(1)/ - -------------------------------------------------------------------------------- Common Stock, 100,000 $ 27 $ 27 $ 931.04 par value $0.01 shares - --------------------------------------------------------------------------------
/(1)/ The offering price for shares not subject to options on the date hereof has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of Data Translation, Inc. Common Stock, par value $0.01, reported on NASDAQ/NMS on June 1, 1995. Exhibit Index on page ____; Page 1 of _____ pages. Data Translation, Inc. (the "Registrant") hereby incorporates by reference the contents of the Registrant's Registration Statement on Form S-8, File No. 33-6238.
Item 8. Exhibits. -------- Exhibit 4.1 1986 Employee Stock Purchase Plan, as amended to date. 5.1 Opinion of Ropes & Gray. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to this registration statement). 24 Powers of Attorney (included in Part II of this registration statement under the caption "Signatures").
-2- 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 on Form S-8 to be signed on its behalf by the undersigned thereunto duly authorized, in the Town of Marlborough, Massachusetts, on June 5, 1995. By /s/ Alfred A. Molinari, Jr. ---------------------------------- Alfred A. Molinari, Jr. President Each person whose signature appears below constitutes and appoints Alfred A. Molinari, Jr. and Ellen W. Harpin, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 to be filed by Data Translation, Inc., 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 full power and authority to be done in and about the premises, 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 their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities shown.
Signature Capacity Date - --------- -------- ---- /s/ Alfred A. Molinari, Jr. President and Director June 5, 1995 - ------------------------------ (Principal Executive Officer) Alfred A. Molinari, Jr. /s/ Ellen W. Harpin Vice President and Treasurer June 5, 1995 - ------------------------------ (Principal Financial Officer) Ellen W. Harpin /s/ Gary B. Godin Chief Accounting Officer and June 5, 1995 - ------------------------------ Controller Gary B. Godin /s/ R. Bradford Malt Director June 5, 1995 - ------------------------------ R. Bradford Malt /s/ Paul J. Severino Director June 5, 1995 - ------------------------------ Paul J. Severino
-3- EXHIBIT INDEX
Exhibit Number Title of Exhibit Page - ------ ---------------- ---- 4.1 1986 Employee Stock Purchase Plan, as amended. 5.1 Opinion of Ropes & Gray. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to this registration statement). 24 Powers of Attorney (included in Part II of this registration statement under the caption "Signatures").
-4- EX-4.1 2 EMPLOYEE STOCK PURCHASE DATA TRANSLATION, INC. 1986 Employee Stock Purchase Plan, as Amended Through April 13, 1994 (Also Reflects 12/86 Stock Dividends) ------------------------------------------------------------ Section 1. Purpose of Plan. --------------- The Data Translation, Inc. ("Data Translation") 1986 Employee Stock Purchase Plan (the "Plan") is intended to provide a method by which eligible employees of Data Translation and its subsidiaries (collectively, the "Company") may use voluntary, systematic payroll deductions to purchase shares of Common Stock of Data Translation ("stock") and thereby acquire an interest in the future of the Company. For purposes of the Plan, a subsidiary is any corporation in which Data Translation owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock. Section 2. Options to Purchase Stock. ------------------------- Under the Plan, there is available an aggregate of not more than 300,000 shares of stock (subject to adjustment as provided in Section 16) for sale pursuant to the exercise of options ("options") granted under the Plan to employees of the Company ("employees"). The stock to be delivered upon exercise of options under the Plan may be either shares of Data Translation's authorized but unissued stock, or shares of reacquired stock, as the Board of Directors of Data Translation (the "Board of Directors") shall determine. Section 3. Eligible Employees. ------------------ Except as otherwise provided in Section 20, each employee who has completed six months or more of continuous service in the employ of the Company shall be eligible to participate in the Plan. Section 4. Method of Participation. ----------------------- The periods January 1 to June 30 and July 1 to December 31 of each year shall be option periods. Each person who will be an eligible employee on the first day of any option period may elect to participate in the Plan by executing and delivering, at least 15 days prior to such day, a payroll deduction authorization in accordance with Section 5. Such employee shall thereby become a participant ("participant") on the first day of such option period and shall remain a participant until his participation is terminated as provided in the Plan. Each participant shall execute, prior to or contemporaneously with his election to participate in the Plan, the Company's then standard form of Employee Agreement relating to confidentiality, inventions and the like. Section 5. Payroll Deductions. ------------------ The payroll deduction authorization shall request withholding, at a rate of not less than 2% nor more than 10%, from the participant's compensation, by means of substantially equal payroll deductions over the option period. For purposes of the Plan, "compensation" shall mean all compensation paid to the participant by the Company other than as bonuses, commissions, overrides, overseas allowances, and payments under stock option plans and other employee benefit plans. A participant may change the withholding rate of his payroll deduction authorization by written notice delivered to the Company at least 15 days prior to the first day of the option period as to which the change is to be effective. All amounts withheld in accordance with a participant's payroll deduction authorization shall be credited to a withholding account for such participant. Section 6. Grant of Options. ---------------- Each person who is a participant on the first day of an option period shall as of such day be granted an option for such period. Such option shall be for the number of shares of stock to be determined by dividing (a) the balance in the participant's withholding account on the last day of the option period by (b) the purchase price per share of the stock determined under Section 7, and eliminating any fractional share from the quotient. The Company shall reduce on a substantially proportionate basis the number of shares of stock receivable by each participant upon exercise of his option for an option period in the event that the number of shares then available under the Plan is otherwise insufficient. Section 7. Purchase Price. -------------- The purchase price of stock issued pursuant to the exercise of an option shall be 85% of the fair market value of the stock at (a) the time of grant of the option or (b) the time at which the option is deemed exercised, whichever is less. Fair market value shall be determined in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended or restated from time to time (the "Code") or regulations issued thereunder, or in the absence of any such provisions or regulations, shall be deemed to be the last sale price at which the stock is traded on the day in question or the last prior date on which a trade occurred as reported in the Wall Street Journal; or, if the Wall Street Journal is not published or does not list the stock, then in such other appropriate newspaper of general circulation as the Board of Directors may prescribe; or, if the last price at which the stock traded is not generally reported, then the mean between the reported bid and asked prices at the close of the market on the day in question or the last prior date when such prices were reported. Section 8. Exercise of Options. ------------------- -2- If an employee is a participant in the Plan on the last business day of an option period, he shall be deemed to have exercised the option granted to him for that period. Upon such exercise, the Company shall apply the balance of the participant's withholding account to the purchase of the number of whole shares of stock determined under Section 6, and as soon as practicable thereafter shall issue and deliver certificates for said shares to the participant and shall return to him the balance, if any, of his withholding account in excess of the total purchase price of the shares so issued. No fractional shares shall be issued hereunder. Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver any shares unless and until, in the opinion of the Company's counsel, all requirements of applicable federal and state laws and regulations (including any requirements as to legends) have been complied with, nor, if the outstanding stock is at the time listed on any securities exchange, unless and until the shares to be delivered have been listed (or authorized to be added to the list upon official notice of issuance) upon such exchange, nor unless or until all other legal matters in connection with the issuance and delivery of shares have been approved by the Company's counsel. Section 9. Interest. -------- No interest will be payable on withholding accounts. Section 10. Cancellation and Withdrawal. --------------------------- A participant who holds an option under the Plan may at any time prior to exercise thereof under Section 8 cancel all (but not less than all) of his option by written notice delivered to the Company. Upon such cancellation, the balance in his withholding account shall be returned to him. A participant may terminate his payroll deduction authorization as of any date by written notice delivered to the Company and shall thereby cease to be a participant as of such date. Any participant who voluntarily terminates his payroll deduction authorization prior to the last business day of an option period shall be deemed to have cancelled his option. -3- Section 11. Termination of Employment. ------------------------- Except as otherwise provided in Section 12, upon the termination of a participant's employment with the Company for any reason whatsoever, he shall cease to be a participant, and any option held by him under the Plan shall be deemed cancelled, the balance of his withholding account shall be returned to him, and he shall have no further rights under the Plan. For purposes of this Section 11, a participant's employment will not be considered terminated in the case of sick leave or other bona fide leave of absence approved for purposes of this Plan by Data Translation or a subsidiary or in the case of a transfer to the employment of a subsidiary or to the employment of Data Translation. Section 12. Death or Retirement of Participant. ---------------------------------- In the event a participant holds any option hereunder at the time his employment with the Company is terminated (1) by his retirement with the consent of the Company, and such retirement is within three months of the time such option becomes exercisable, or (2) by his death whenever occurring, then such participant (or in the event of death, his legal representative) may, by a writing delivered to the Company on or before the date such option is exercisable, elect either (a) to cancel any such option and receive in cash the balance in his withholding account, or (b) to have the balance in his withholding account applied as of the last day of the option period to the exercise of his option pursuant to Section 8. In the event such participant (or his legal representative) does not file a written election as provided above, any outstanding option shall be treated as if an election had been filed pursuant to subparagraph (a) above. Section 13. Participant's Rights Not Transferable, Etc. ------------------------------------------ All participants granted options under the Plan shall have the same rights and privileges. Each participant's rights and privileges under any option granted under the Plan shall be exercisable during his lifetime only by him, and shall not be sold, pledged, assigned, or otherwise transferred in any manner whatsoever except by will or the laws of descent and distribution. In the event any participant violates the terms of this Section, any options held by him may be terminated by the Company and upon return to the participant of the balance of his withholding account, all his rights under the Plan shall terminate. Section 14. Employment Rights. ----------------- Neither the adoption of the Plan nor any of the provisions of the Plan shall confer upon any participant any right to continued employment with Data Translation or a subsidiary or affect in any way the right of the Company to terminate the employment of a participant at any time. Section 15. Rights as a Shareholder. ----------------------- -4- A participant shall have the rights of a shareholder only as to stock actually acquired by him under the Plan. Section 16. Change in Capitalization. ------------------------ In the event of a stock dividend, stock split or combination of shares, recapitalization, merger in which Data Translation is the surviving corporation or other change in Data Translation's capital stock, the number and kind of shares of stock or securities of Data Translation to be subject to the Plan and to options then outstanding or to be granted hereunder, the maximum number of shares or securities which may be delivered under the Plan, the option price and other relevant provisions shall be appropriately adjusted by the Board of Directors, whose determination shall be binding on all persons. In the event of a consolidation or merger in which Data Translation is not the surviving corporation or in the event of the sale or transfer of substantially all Data Translation's assets (other than by the grant of a mortgage or security interest), all outstanding options shall thereupon terminate, provided that prior to the effective date of any such merger, consolidation or sale of assets, the Board of Directors shall either (a) return the balance in all withholding accounts and cancel all outstanding options, or (b) accelerate the exercise date provided for in Section 8, or (c) if there is a surviving or acquiring corporation, arrange to have that corporation or an affiliate of that corporation grant to the participants replacement options having equivalent terms and conditions as determined by the Board of Directors. Section 17. Administration of Plan. ---------------------- The Plan will be administered by the Board of Directors. The Board of Directors will have authority, not inconsistent with the express provisions of the Plan, to take all action necessary or appropriate hereunder, to interpret its provisions, and to decide all questions and resolve all disputes which may arise in connection therewith. Such determinations of the Board of Directors shall be conclusive and shall bind all parties. The Board may, in its discretion, delegate its powers with respect to the Plan to an Employee Benefit Plan Committee or any other committee (the "Committee"), in which event all references to the Board of Directors hereunder, including without limitation the references in Section 18, shall be deemed to refer to the Committee. A majority of the members of any such Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members. Section 18. Amendment and Termination of Plan. --------------------------------- The Board of Directors may at any time or times amend the Plan or amend any outstanding option or options for the purpose of satisfying the requirements of any changes in -5- applicable laws or regulations or for any other purpose which may at the time be permitted by law, provided that (except to the extent explicitly required or permitted herein) no such amendment will, without the approval of the shareholders of Data Translation, (a) increase the maximum number of shares available under the Plan, (b) reduce the option price of outstanding options or reduce the price at which options may be granted, or (c) amend the provisions of this Section 18 of the Plan, and no such amendment will adversely affect the rights of any participant (without his consent) under any option theretofore granted. The Plan may be terminated at any time by the Board of Directors, but no such termination shall adversely affect the rights and privileges of holders of the outstanding options. Section 19. Approval of Shareholders. ------------------------ The Plan shall be subject to the approval of the shareholders of the Company, which approval shall be secured within twelve months after the date the Plan is adopted by the Board of Directors. Notwithstanding any other provisions of the Plan, no option shall be exercised prior to the date of such approval. Section 20. Limitations on Eligibility. -------------------------- Notwithstanding any other provision of the Plan, (a) An employee shall not be eligible to receive an option pursuant to the Plan if, immediately after the grant of such option to him, he would (in accordance with the provisions of Sections 423 and 425(d) of the Code) own or be deemed to own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporation, as defined in Section 425 of the Code. (b) No employee shall be granted an option under the Plan which would permit his rights to purchase shares of stock under all employee stock purchase plans of the Company and any parent and subsidiary corporations to accrue at a rate which exceeds $25,000 in fair market value of such stock (determined at the time the option is granted) for each calendar year during which any such option granted to such employee is outstanding at any time, as provided in Sections 423 and 425 of the Code. -6- EX-5.1 3 OPINION OF ROPES AND GRAY [LETTERHEAD OF ROPES & GRAY APPEARS HERE] June 5, 1995 Data Translation, Inc. 100 Locke Drive Marlborough, Massachusetts 01752 Ladies and Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8, and all exhibits thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 100,000 shares of Common Stock, $.01 par value (the "Shares"), of Data Translation, Inc., a Massachusetts corporation (the "Company"). The Shares are issuable under the Company's 1986 Employee Stock Purchase Plan, as amended (the "Plan"). We have acted as counsel for the Company and are familiar with the action taken by the Company in connection with the Plan. For purposes of this opinion we have examined the Registration Statement, the Plan and such other documents, records, certificates and other instruments as we have deemed necessary. We express no opinion as to the applicability of, compliance with or effect of federal law or the law of any jurisdiction other than Massachusetts. Based on the foregoing, we are of the opinion that, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable. We assume that the per share consideration received by the Company for the Shares will exceed the par value of the Company's Common Stock issued under the Plan and that there will be an adequate number of shares of authorized Common Stock at the time of issuance under the Plan. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. EX-23.1 4 CONSENT OF ARTHUR ANDERSEN Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports included in or made a part of this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Boston, Massachusetts June 2, 1995 -----END PRIVACY-ENHANCED MESSAGE-----