-----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, AwzksaW/iaIpKf2y0+28OI0Yr8mgRtfPgMOwjN/S8i+1X7b+/0dNLhPltomjpL00 Mgr2r7zX+lmXIAs7FqDVLQ== 0000927016-98-004264.txt : 19981216 0000927016-98-004264.hdr.sgml : 19981216 ACCESSION NUMBER: 0000927016-98-004264 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981215 EFFECTIVENESS DATE: 19981215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASECO CORP CENTRAL INDEX KEY: 0000896645 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042816806 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-68907 FILM NUMBER: 98769503 BUSINESS ADDRESS: STREET 1: 500 DONALD LYNCH BLVD CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084818896 MAIL ADDRESS: STREET 1: 500 DONALD LYNCH BOULEVARD CITY: MARLBORO STATE: MA ZIP: 01752 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 15, 1998. Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ASECO CORPORATION (Exact name of registrant as specified in its charter) 04-2816806 (I.R.S. employer identification no.) DELAWARE (State or other jurisdiction of incorporation or organization) 500 DONALD LYNCH BOULEVARD, MARLBORO, MA 01752 (Address of principal executive offices) (Zip Code) 1993 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) SEBASTIAN J. SICARI, PRESIDENT ASECO CORPORATION 500 DONALD LYNCH BOULEVARD MARLBORO, MA 01752 (Name and address of agent for service) (508) 481-8896 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================ Proposed Proposed maximum maximum Amount Title of securities Amount offering aggregate of to be to be registered price per offering registration registered (1) share (2) price (2) fee - -------------------------------------------------------------------------------- COMMON STOCK, 50,000 $2.0782 $103,910 $28.89 $.01 PAR VALUE
================================================================================ (1) Plus such additional number of shares as may be required pursuant to the plan in the event of a stock dividend, split-up of shares, recapitalization or other similar change in the Common Stock. (2) Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h)(1), on the basis of the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on December 10, 1998. EXPLANATORY NOTE This Registration Statement has been prepared in accordance with the requirements of Form S-8, as amended, and relates to an aggregate of 50,000 shares of Common Stock, $.01 par value per share, of Aseco Corporation (the "Company"), which represent the increase in the number of shares issuable under the Company's 1993 Employee Stock Purchase Plan (the "Plan") approved by the Board of Directors of the Company on June 18, 1998 and subsequently approved by the stockholders of the Company on August 11, 1998. The Company previously filed with the Securities and Exchange Commission (the "Commission") on July 20, 1993 a Registration Statement on Form S-8 (File No. 33-66250), covering an aggregate of 751,666 shares of the Company's Common Stock, including 100,000 shares then reserved for issuance under the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION BY REFERENCE. -------------------------- The following documents are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended March 29, 1998, containing the Company's audited financial statements for the fiscal year then ended; (b) The Company's Quarterly Report on Form 10-Q for the quarter ending June 28, 1998; (c) The Company's Quarterly Report on Form 10-Q for the quarter ending September 27, 1998; and (d) The description of the Company's Common Stock contained in (i) the Company's registration statement on Form 8-A filed with the Commission on February 26, 1993, and (ii) the Company's registration statements on Form 8-A and Form 8-A/A filed with the Commission on August 26, 1996 and August 28, 1996, respectively. In addition, all documents filed by the Company after the initial filing date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and prior to the filing of a post-effective amendment which indicates that all shares registered hereunder have been sold or which de-registers all shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES ------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL -------------------------------------- The legality of the shares of Common Stock offered hereby has been passed upon for the Company by Choate, Hall & Stewart, 53 State Street, Exchange Place, Boston, Massachusetts 02109. Robert V. Jahrling, a partner of Choate, Hall & Stewart, also serves as the Secretary of the Company. II-1 ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS ----------------------------------------- Section 145 of the General Corporation Law of the State of Delaware provides that a corporation may indemnify a director, officer, employee or agent against expenses (including attorneys' fees), judgments, fines and for amounts paid in settlement in respect of or in successful defense of any action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Article Ninth of the Company's Third Restated Certificate of Incorporation provides that no director of the Company shall 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, (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 Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Article Ninth further provides that a director's personal liability shall be eliminated or limited in the future to the fullest extent permitted from time to time by the Delaware General Corporation Law. Article Tenth of the Company's Third Restated Certificate of Incorporation provides that the Company shall, to the fullest extent permitted from time to time under the Delaware General Corporation Law, indemnify each of its directors and officers against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in respect of any action, suit or proceeding in which such director or officer may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her actions or omissions in connection with services to the Company, such indemnification to include prompt payment of expenses in advance of the final disposition of any such action, suit or proceeding. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not applicable. ITEM 8. EXHIBITS. -------- 5.1 Opinion of Choate, Hall & Stewart as to the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1). 24.1 Power of Attorney (included in page II-5). 99.1* The Company's 1993 Employee Stock Purchase Plan (as amended and restated as of June 18, 1998). - -------------------------------------------------------------------------------- *Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ending June 28, 1998. II-2 ITEM 9. UNDERTAKINGS ------------ (a) 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 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; (2) that, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), 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; and (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. (b) The Company hereby undertakes that, for purpose of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act 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 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 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Marlboro, The Commonwealth of Massachusetts, on December 15, 1998. ASECO CORPORATION (Registrant) By:/s/ Sebastian J. Sicari -------------------------- Sebastian J. Sicari President II-4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Sebastian J. Sicari and Robert V. Jahrling, jointly and severally, his true and lawful attorneys-in-fact and agents with full powers of substitution, 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, and to file the same, with all exhibits thereto, and all 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 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 any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on December 15, 1998 by the following persons in the capacities indicated.
NAME CAPACITY - ---- -------- /s/ Sebastian J. Sicari President, Chief Executive Officer and Director - ------------------------- (Principal Executive Officer) Sebastian J. Sicari /s/ Mary R. Barletta Chief Financial Officer (Principal Financial - ------------------------- and Accounting Officer) Mary R. Barletta /s/ Carl S. Archer, Jr. Director - ------------------------- Carl S. Archer, Jr. /s/ Sheldon Buckler Director - ------------------------- Dr. Sheldon Buckler Director /s/ Sheldon Weinig - ------------------------- Dr. Sheldon Weinig /s/ Gerald L. Wilson Director - ------------------------- Dr. Gerald L. Wilson
II-5 EX-5.1 2 OPINION OF CHOATE, HALL & STEWART Exhibit 5.1 ----------- CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 TELEX 49615860 December 15, 1998 Aseco Corporation 500 Donald Lynch Boulevard Marlboro, MA 01752 Ladies and Gentlemen: This opinion is delivered to you in connection with the registration statement on Form S-8 (the "Registration Statement") to be filed on December 15, 1998 by Aseco Corporation (the "Company") under the Securities Act of 1933, as amended, for registration under said Act of 50,000 shares (the "Additional Shares") of common stock, $.01 par value (the "Common Stock"), of the Company. We are familiar with the Company's Third Restated Certificate of Incorporation, its Amended and Restated By-Laws, and its corporate minute book, as well as the Registration Statement. We have also examined such other documents, records and certificates and made such further investigation as we have deemed necessary for the purposes of this opinion. Based upon and subject to the foregoing, we are of the opinion that the Additional Shares to be sold by the Company under its 1993 Employee Stock Purchase Plan, as in effect on the date hereof, when issued against receipt of the agreed purchase price therefor, will be legally issued, fully paid and nonassessable. We understand that this opinion is to be used in connection with the Registration Statement and consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to this Firm included therein. Very truly yours, CHOATE, HALL & STEWART EX-23.1 3 CONSENT OF ERNST & YOUNG Exhibit 23.1 ------------ CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 50,000 shares of common stock pertaining to the 1993 Employee Stock Option Plan of Aseco Corporation of our report dated May 8, 1998 with respect to the consolidated financial statements and schedule of Aseco Corporation included in its Annual Report (Form 10-K) for the year ended March 29, 1998, filed with the Securities and Exchange Commission. ERNST & YOUNG, LLP Boston, Massachusetts December 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----