-----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, Qxlc+Ly/8mQoTZs+CkDfMQq6Xalk0EpS1AWYXzIRWKwlN4Jvr2zHQixpOSjqasHe Y06zFbJ7YBuaQ5IZwuiK2Q== 0000912057-01-001846.txt : 20010123 0000912057-01-001846.hdr.sgml : 20010123 ACCESSION NUMBER: 0000912057-01-001846 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010117 EFFECTIVENESS DATE: 20010117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SCIENCE & ENGINEERING INC CENTRAL INDEX KEY: 0000005768 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 042240991 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53842 FILM NUMBER: 1510433 BUSINESS ADDRESS: STREET 1: 829 MIDDLESEX TURNPIKE STREET 2: 40 ERIE STREET CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 9782629700 MAIL ADDRESS: STREET 1: 40 ERIE STREET STREET 2: 829 MIDDLESEX TURNPIKE CITY: BILLERICA STATE: MA ZIP: 01821 S-8 1 a2035596zs-8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2001. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------------- AMERICAN SCIENCE AND ENGINEERING, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 04-2440991 - --------------------------------- --------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) 829 MIDDLESEX TURNPIKE, BILLERICA, MA 01821 ------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) --------------- AMERICAN SCIENCE AND ENGINEERING, INC. 2000 COMBINATION STOCK OPTION PLAN ---------------------------------- (Full Title of the Plan) STEVEN R. LONDON, ESQUIRE BROWN, RUDNICK, FREED & GESMER ONE FINANCIAL CENTER BOSTON, MASSACHUSETTS 02111 --------------------------------------- (Name and Address of Agent for Service) (617) 856-8200 ------------------------------------- (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
================================================================================================================= Proposed Proposed Amount Maximum Maximum Aggregate Title of Each Class of to be Offering Price Offering Price (1) Amount of Securities to be Registered Registered Per Share (1) Registration Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock, 440,000 (2) $4.53125 (3) $1,993,750 (3) $498.44 $.66 2/3 par value Rights to Purchase 440,000 0 (5) 0 (5) 0(5) Common Stock (4) =================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. (2) Such presently indeterminable number of additional shares of Common Stock are also registered hereunder as may be issued in the event of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, stock combination or other similar change in Common Stock. (3) Based upon the average high and low prices for the Registrant's Common Stock, $.66 2/3 par value (the "Common Stock"), on January 11, 2001 as reported by the American Stock Exchange. (4) Pursuant to a Rights Agreement entered into in 1998, one right (each a "Right") is deemed to be delivered with each outstanding share of Common Stock. The 440,000 Rights registered hereby consist of 440,000 Rights which may be issued with shares of Common Stock issuable upon exercise of options granted or to be granted under the Registrant's 2000 Combination Stock Option Plan. (5) The Rights are not separately transferable apart from the Common Stock, nor are they exercisable until the occurrence of certain events. Accordingly, no independent value has been attributed to the Rights. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference into this Registration Statement: (a) The Registrant's latest Annual Report on Form 10-K for the fiscal year ended March 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's annual report referred to in (a) above; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A (File No. 001-06549) pursuant to the Exchange Act with the Securities and Exchange Commission (the "Commission"), and the description of the Rights contained in the Registrant's Registration Statement on Form 8-A, filed on April 15, 1998, with the Commission, and all amendments thereto and reports filed for the purpose of updating such descriptions. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed hereby incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a 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 subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Item 4. DESCRIPTION OF SECURITIES. Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares of Common Stock to be issued in accordance with the American Science and Engineering, Inc. 2000 Combination Stock Option Plan has been passed upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 67 of Chapter 156B of the Massachusetts General Laws permits the indemnification of directors and officers to the extent authorized by the Articles of Organization or By-Laws of a corporation or by a vote of the stockholders. Except as otherwise provided by the Articles of Organization or By-Laws, indemnification of persons who are not directors of a corporation may be provided to the extent authorized by the directors. No indemnification may be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation. Article VI of the Registrant's By-Laws provides, in substance, that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit, by II-1 reason of the fact that he is or was serving as a director or officer of the Registrant or is or was serving at the request of the Registrant as a director, trustee or officer of another corporation or entity. The indemnification provisions apply to expenses actually incurred by such person in connection with any civil action, suit or proceeding to which such person may be made a party, or by which such person shall be threatened, by reason of any alleged act or failure to act in his present or former capacity as a director or officer of the Registrant or as a director, trustee or officer of such affiliated corporation or entity. No person, however, has the right to indemnification in relation to any matter as to which such person shall have been finally adjudged in any legal proceeding not to have acted in good faith and the reasonable belief that the person's action was in the best interest of the Registrant. In the event of any settlement of any action, suit or proceeding, the right to indemnification is limited to matters as to which the Registrant is advised by counsel that such settlement is reasonable and that such person has acted in good faith and the reasonable belief that his action was in the best interest of the Registrant. The right of indemnification contained in the Registrant's By-Laws is non-exclusive and is in addition to any other rights such person may have. The Registrant has also entered into indemnification agreements with all of its directors and executive officers (the "Indemnitees"). In general, these agreements provide that the Registrant will indemnify and advance expenses to the Indemnitees to the fullest extent permitted by law. More specifically, the Registrant must indemnify the Indemnitees if, by reason of the Indemnitee's corporate status, the Indemnitee is, or is threatened to be made, a party to or is otherwise involved in any legal proceeding brought by: (1) persons other than the Registrant; or (2) or in the right of the Registrant. The Indemnitee will only be indemnified, however, if the Indemnitee acted in good faith and is adjudged not to have received an improper personal benefit. In a claim brought by or on behalf of the Registrant, no indemnification will be made if the Indemnitee is adjudged to be liable to the Registrant unless a court deciding the matter decides otherwise. Finally, notwithstanding the foregoing discussion, if an Indemnitee is successful on the merits of a proceeding, the Indemnitee will be indemnified to the maximum extent permitted by law from all expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. II-2 Item 8. EXHIBITS.
NUMBER EXHIBIT DESCRIPTION OF EXHIBIT PAGE 4.1 Restated Articles of Organization of the Registrant, as amended by: (a) Articles of Amendment dated October 29, 1976; (b) Articles of Amendment dated May 17, 1976; (c) Articles of Amendment dated March 28, 1973; (d) Articles of Amendment dated November 5, 1996 (each of the foregoing is filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 filed on May 28, 1997 (Reg. No. 333-27929) with respect to the Registrant's Executive Equity Incentive Plan); and (e) Certificate of Vote of Directors Establishing a Class or Series of Stock dated April 14, 1998 (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 filed on December 24, 1998 (Reg. No. 333-69717) with respect to the Registrant's 1998 Non-Qualified Stock Option Plan). * 4.2 By-Laws of the Registrant, as amended (filed as Exhibit 2(a)(iii) to Registrant's Registration Statement on Form S-7, Registration No. 2-56452 (the "Form S-7")). * 4.3 Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to the Form S-7). * 4.4 Shareholder Rights Agreement (the "Rights Agreement") dated as of April 17, 1998 between Registrant and American Stock Transfer & Trust Co., Inc., as Rights Agent (filed as Exhibit 4 to the Current Report on Form 8-K filed on April 15, 1998). * 5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer. 11 23.1 Consent of Brown, Rudnick, Freed & Gesmer. ** 23.2 Consent of Arthur Andersen LLP. 15 24 Power of Attorney. *** 99 American Science and Engineering, Inc. 2000 Combination Stock Option Plan. (filed as Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on August 18, 2000). *
- --------------------------------------------------- * Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission which documents are hereby incorporated by reference. ** Contained in Exhibit 5. *** Included on Signature Page of this Registration Statement. II-3 Item 9. UNDERTAKINGS. (a) 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 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, 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. (b) The undersigned Registrant hereby undertakes 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") 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. II-4 SIGNATURES THE REGISTRANT 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 Town of Billerica, Commonwealth of Massachusetts, on December 31, 2000. AMERICAN SCIENCE AND ENGINEERING, INC. (Registrant) /s/ Ralph S. Sheridan -------------------------------------- By: Ralph S. Sheridan, President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ralph S. Sheridan and Lee C. Steele, and each of them (with full power to each of them to act alone), his and true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, 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 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 any of them, 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 has been signed by the following persons in the capacities and on the dates indicated.
NAME CAPACITY DATE /s/ Ralph S. Sheridan President, Chief Executive December 31, 2000 - ---------------------------------- Officer and Director Ralph S. Sheridan (Principal Executive Officer) Director December __, 2000 - ---------------------------------- Herman Feshbach /s/ Roger P. Heinisch Director December 31, 2000 - ---------------------------------- Roger P. Heinisch /s/ Hamilton W. Helmer Director December 31, 2000 - -------------------------------- Hamilton W. Helmer /s/ Donald J. McCarren Director December 31, 2000 - --------------------------------- Donald J. McCarren /s/ William E. Odom Director, Chairman of the December 31, 2000 - --------------------------------- Board of Directors William E. Odom /s/ Carl W. Vogt Director December 31, 2000 - ---------------------------------- Carl W. Vogt
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION OF EXHIBIT PAGE 4.1 Restated Articles of Organization of the Registrant, as amended by: (a) Articles of Amendment dated October 29, 1976; (b) Articles of Amendment dated May 17, 1976; (c) Articles of Amendment dated March 28, 1973; (d) Articles of Amendment dated November 5, 1996 (each of the foregoing is filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 filed on May 28, 1997 (Reg. No. 333-27929) with respect to the Registrant's Executive Equity Incentive Plan); and (e) Certificate of Vote of Directors Establishing a Class or Series of Stock dated April 14, 1998 (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 filed on December 24, 1998 (Reg. No. 333-69717) with respect to the Registrant's 1998 Non-Qualified Stock Option Plan). * 4.2 By-Laws of the Registrant, as amended (filed as Exhibit 2(a)(iii) to Registrant's Registration Statement on Form S-7, Registration No. 2-56452 (the "Form S-7")). * 4.3 Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to the Form S-7). * 4.4 Shareholder Rights Agreement (the "Rights Agreement") dated as of April 17, 1998 between Registrant and American Stock Transfer & Trust Co., Inc., as Rights Agent (filed as Exhibit 4 to the Current Report on Form 8-K filed on April 15, 1998). * 5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer. 11 23.1 Consent of Brown, Rudnick, Freed & Gesmer. ** 23.2 Consent of Arthur Andersen LLP. 15 24 Power of Attorney. *** 99 American Science and Engineering, Inc. 2000 Combination Stock Option Plan. (filed as Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on August 18, 2000). *
- --------------------------------------------------- * Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission which documents are hereby incorporated by reference. ** Contained in Exhibit 5. *** Included on Signature Page of this Registration Statement. EX-5.1 2 a2035596zex-5_1.txt EX-5.1 EXHIBIT 5.1 OPINION OF BROWN, RUDNICK, FREED & GESMER January 17, 2001 American Science and Engineering, Inc. 829 Middlesex Turnpike Billerica, MA 01821 Re: American Science and Engineering, Inc. Registration Statement on Form S-8 -------------------------------------- Ladies and Gentlemen: We have acted as legal counsel to American Science and Engineering, Inc., a Massachusetts corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to 440,000 shares of the Company's Common Stock (the "Common Stock"), $.66 2/3 par value (the "Shares") and 440,000 Rights (as defined below). The Shares are issuable upon exercise of options granted pursuant to the American Science and Engineering, Inc. 2000 Combination Stock Option Plan (the "Plan"). The Rights are issuable pursuant to that certain Shareholder Rights Agreement, dated as of April 17, 1998, between the Company and American Stock Transfer and Trust Co., Inc. (the "Rights Agreement") providing, in effect, for the delivery of a right (a "Right") to purchase one-thousandth of a share of Series A Junior Participating Preferred Stock, no par value, of the Company, along with each share of Common Stock issued by the Company pursuant to, among other things, the Plan. In connection with this Opinion Letter, we have examined the documents listed on Schedule A attached hereto (collectively, the "Documents"). We have, without independent investigation, relied upon the representations and warranties of the various parties as to matters of objective fact contained in the Documents. We have not made any independent review or investigation of orders, judgments, rules or other regulations or decrees by which the Company or any of its property may be bound, nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company. With your concurrence, the opinions hereafter expressed, whether or not qualified by language such as "to our knowledge," is based solely upon: (i) our review of the Documents; (ii) discussions with those of our attorneys who have given substantive legal representation to the Company in connection with the Registration Statement; and (iii) such review of published sources of law as we have deemed necessary. This firm, in rendering legal opinions, customarily makes certain assumptions which are described in Schedule B hereto. In the course of our representation of the Company in connection with the Registration Statement, nothing has come to our attention which causes us to believe reliance upon any of those assumptions is inappropriate, and, with your concurrence, the opinions hereafter expressed is based upon those assumptions. For purposes of those assumptions, the Enumerated Party referred to in Schedule B is the Company. Our opinions hereafter expressed is limited to the laws of the Commonwealth of Massachusetts and Federal law. We express no legal opinions upon any matter other than as explicitly addressed in numbered paragraphs 1 and 2 below, and our express opinions therein contained shall not be interpreted to be implied opinions upon any other matter. Based upon and subject to the foregoing, we are of the opinion that: 1. The Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. 2. The Rights have been duly authorized for issuance and, when issued in accordance with the Rights Agreement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to this firm wherever it appears in the Registration Statement. Very truly yours, BROWN, RUDNICK, FREED & GESMER By: Brown, Rudnick, Freed & Gesmer, P.C. a partner By: /s/ Steven R. London -------------------------------------- Steven R. London, duly authorized SCHEDULE A LIST OF DOCUMENTS In connection with the Opinion Letter to which this Schedule A is attached, we have reviewed the following Documents. However, except as otherwise expressly indicated, we have not reviewed any documents, instruments or agreements referred to in or listed upon any of the following Documents: (i) a copy of the Restated Articles of Organization of the Company, as amended, and a certificate of the Clerk of the Company that there have been no further amendments thereto; (ii) a copy of the By-Laws of the Company, as amended, certified by the Clerk of the Company as presently being in effect; (iii) the proceedings of the stockholders and directors of the Company pertaining to the Plan and the Rights Agreement and a certificate of the Clerk of the Company as to certain resolutions of the directors of the Company; (iv) a certificate dated as of December 5, 2000 of the Secretary of State of the Commonwealth of Massachusetts as to the good standing of the Company; (v) the Plan; (vi) the Rights Agreement; and (vii) the Registration Statement. SCHEDULE B BROWN, RUDNICK, FREED & GESMER STANDARD ASSUMPTIONS In rendering legal opinions in third party transactions, Brown, Rudnick, Freed & Gesmer makes certain customary assumptions described below: 1. Each natural person executing any of the Documents has sufficient legal capacity to enter into such Documents. 2. Each person, other than the Enumerated party, has all requisite power and authority and has taken all necessary corporate or other action to enter into the Documents to which it is a party, or by which it is bound, to the extent necessary to make the Documents enforceable against it. 3. Each person other than the Enumerated Party has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Documents against the Enumerated Party. 4. Each Document is accurate, complete and authentic, each original is authentic, each copy conforms to an authentic original and all signatures are genuine. 5. All official public records are accurate, complete and properly indexed and filed. 6. There has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence by or among any of the parties to the Documents. 7. The conduct of the parties to the Documents has complied in the past and will comply in the future with any requirement of good faith, fair dealing and conscionability. 8. The Enumerated Party will obtain all permits and governmental approvals required in the future and take all actions similarly required relevant to its performance of its obligations under the Documents. 9. All parties to or bound by the Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Documents. 10. There are no agreements or understandings among the parties to or bound by the Documents not reflected in the Documents, and there is no usage of trade or course of prior dealing among such parties, that would define, modify, waive, or qualify the terms of any of the Documents. EX-23.2 3 a2035596zex-23_2.txt EX-23.2 EXHIBIT 23.2 CONSENT OF ARTHUR ANDERSON LLP As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated May 24, 2000 included in American Science and Engineering, Inc.'s Annual Report on Form 10-K, as amended for the year ended March 31, 2000. /s/ Arthur Andersen LLP -------------------------------- Boston, Massachusetts January 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----