-----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, TuL/AycCriZqj29RLGJmoFm1RcQGs/geFfh6EiAMIB4J4ZVxbOSJt0hefzsE0Bay nsNJcfTrBs5e29FlrjuZFA== 0000849323-97-000002.txt : 19970115 0000849323-97-000002.hdr.sgml : 19970115 ACCESSION NUMBER: 0000849323-97-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970114 EFFECTIVENESS DATE: 19970114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000849323 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 232298698 STATE OF INCORPORATION: PA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19749 FILM NUMBER: 97505597 BUSINESS ADDRESS: STREET 1: 1336 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 6106968300 MAIL ADDRESS: STREET 1: 1336 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 S-8 1 As filed with the Securities and Exchange Commission on January 14, 1997 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------------------------- CFM TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 23-2298698 - ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1336 Enterprise Drive, West Chester, Pennsylvania 19380 ------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) CFM Technologies, Inc. 1992 Employee Stock Option Plan CFM Technologies, Inc. 1995 Incentive Plan CFM Technologies, Inc. Non-Employee Directors' Stock Option Plan CFM Technologies, Inc. Employee Stock Purchase Plan ---------------------------------------------------- (Full title of the plans) Lorin J. Randall, Vice President CFM Technologies, Inc. 1336 Enterprise Drive West Chester, PA 19380 (610) 696-8300 ---------------------------------------- (Name, address, and telephone number, including area code, of agent for service) copy to: Justin P. Klein, Esq. Ballard Spahr Andrews & Ingersoll 1735 Market St., 51st Floor Philadelphia, PA 19103 Calculation of Registration Fee - -------------------------------------------------------------------------- Proposed Proposed Amount of Title of Amount to be maximum maximum registration securities registered offering price aggregate fee to be (1) per share (2) offering price registered (2) - --------------------------------------------------------------------------- Common Stock, 1,858,331 $19.76 $36,720,621 $11,128 no par shares value - ---------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock issuable in the event the number of outstanding shares of Common Stock of CFM Technologies, Inc. is increased by split-up, reclassification, stock dividend or the like. (2) Calculated in accordance with Rule 457(c) with respect to 985,063 shares based upon the average of the high and low prices reports for the Common Stock on The Nasdaq Stock Market as of January 9, 1997. With respect to the remaining 873,268 shares, calculated in accordance with Rule 457(h) based upon the weighted average exercise price of $13.16 per share. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information required to be included in Part I of this Registration Statement will be provided to all persons who are selected to participate in the CFM Technologies, Inc. 1992 Employee Stock Option Plan, the CFM Technologies, Inc. 1995 Incentive Plan, the CFM Technologies, Inc. Non-Employee Directors' Stock Option Plan and the CFM Technologies, Inc. Employee Stock Purchase Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE CFM Technologies, Inc. (the "Company") (File No. 33-80359) hereby incorporates by reference into this Registration Statement the following documents: (a) The Company's Prospectus filed pursuant to Rule 424(b) of the Securities Act on June 18, 1996. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1996. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A, filed with the Commission by the Company on June 10, 1996, as amended by Amendment No. 1 on Form 8- A/A to the Company's Registration Statement on Form 8- A, filed with the Commission by the Company on June 14, 1996. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such document. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Articles of Incorporation, as amended, and Amended and Restated By-Laws include provisions (i) to reduce the personal liability of the Company's directors for monetary damages resulting from breaches of their fiduciary duty and (ii) to permit the Company to indemnify its directors and officers to the fullest extent permitted by Pennsylvania law. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS 4 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit #4 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). 5 Opinion of Ballard Spahr Andrews & Ingersoll. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5). 24 Power of Attorney (included on signature page). 99.1 CFM Technologies, Inc. 1992 Employee Stock Option Plan (incorporated by reference to Exhibit #10.5 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). 99.2 CFM Technologies, Inc. 1995 Incentive Plan (incorporated by reference to Exhibit #10.6 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). 99.3 CFM Technologies, Inc. Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit #10.7 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). 99.4 CFM Technologies, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit #10.8 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). Item 9. UNDERTAKINGS The Company 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, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the 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 a 20% 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 this Registration Statement or any material change in such information in this Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, 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 any registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this 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 arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of 1933, as amended, and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 West Chester, Commonwealth of Pennsylvania, on the date below: Dated: January 14, 1997 CFM Technologies, Inc. By: /s/ Roger A. Carolin Roger A. Carolin, President, Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher F. McConnell, Roger A. Carolin and Lorin J. Randall and each or any one of them, his or their true and lawful attorneys-in-fact and agents 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 the 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 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, 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 Date /s/ Roger A. Carolin President, Chief January 14, 1997 Roger A. Carolin Executive Officer and Director (Principal Executive Officer) Signature Title Date - ---------- ----------------- ---------------- /s/ Lorin J. Randall Vice President- January 14, 1997 Lorin J. Randall Finance, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ Christopher F. McConnell Chairman of the Board January 14, 1997 Christopher F. McConnell of Directors Director January 14, 1997 James J. Kim /s/ Brad Mattson Director January 14, 1997 Brad Mattson /s/ Burton E. MCGillivray Director January 14, 1997 Burton E. McGillivray /s/ Milton S. Stearns, Jr. Director January 14, 1997 Milton S. Stearns, Jr.
EXHIBIT INDEX EXHIBIT DESCRIPTION NO. 4 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit #4 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). 5 Opinion of Ballard Spahr Andrews & Ingersoll. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5). 24 Power of Attorney (included on signature page). 99.1 CFM Technologies, Inc. 1992 Employee Stock Option Plan (incorporated by reference to Exhibit #10.5 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). 99.2 CFM Technologies, Inc. 1995 Incentive Plan (incorporated by reference to Exhibit #10.6 to the Company's Registration Statement on Form S-1 (Registration No. 33- 80359), declared effective on June 18, 1996). 99.3 CFM Technologies, Inc. Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit #10.7 to the Company's Registration Statement on Form S-1 (Registration No. 33-80359), declared effective on June 18, 1996). 99.4 CFM Technologies, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit #10.8 to the Company's Registration Statement on Form S-1 (Registration No. 33- 80359), declared effective on June 18, 1996).
EX-5 2 LEGAL OPINION January 14, 1997 CFM Technologies, Inc. 1336 Enterprise Drive West Chester, Pennsylvania 19380 RE: CFM Technologies, Inc. Registration Statement on Form S-8 Gentlemen: We have acted as counsel to CFM Technologies, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of 1,858,331 shares of common stock of the Company, no par value per share (the "Shares"), issuable upon the exercise of options (the "Options") granted under the CFM Technologies, Inc. 1992 Employee Stock Option Plan, Options granted and to be granted under the CFM Technologies, Inc. Non- Employee Directors' Stock Option Plan and the CFM Technologies, Inc. Employee Stock Purchase Plan, and Options and restricted stock awards (the "Awards") granted and to be granted under the CFM Technologies, Inc. 1995 Incentive Plan (such plans, collectively, the "Plans"). The opinion expressed below is based on the assumption that the Registration Statement on Form S-8 with respect to the Shares issuable upon the exercise of the Options and the satisfaction of the conditions of the Awards will have been filed by the Company with the Securities and Exchange Commission and will have become effective before any of the Shares are issued and that the persons acquiring the Shares will receive a prospectus containing all of the information required by Part I of Form S-8 before acquiring such Shares. In rendering our opinion, we have reviewed such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the 1,858,331 Shares, when issued upon the exercise of Options or the satisfaction of conditions of Awards granted or to be granted under the Plans and upon payment of the option or purchase price, as the case may be, all in accordance with the terms of each of the Plans, as appropriate, will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. Very truly yours, BALLARD SPAHR ANDREWS & INGERSOLL EX-23.1 3 ACCOUNTANT'S CONSENT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated June 17, 1996 included in CFM Technologies, Inc.'s Prospectus dated June 18, 1996 and to all references to our firm included in this registration statement. Philadelphia, Pa., January 14, 1997 ARTHUR ANDERSEN LLP -----END PRIVACY-ENHANCED MESSAGE-----