-----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, K1EZKoA5J/DDJItcO9CWasm/dnKyC75uhMM5mrY0pZo6Iqp6tVFOqQAjT/hsex26 TdhvEx9EvN6oIySC0qlV5Q== 0000912057-02-014517.txt : 20020416 0000912057-02-014517.hdr.sgml : 20020416 ACCESSION NUMBER: 0000912057-02-014517 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020410 EFFECTIVENESS DATE: 20020410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MFIC CORP CENTRAL INDEX KEY: 0000723889 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 042793022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85988 FILM NUMBER: 02607496 BUSINESS ADDRESS: STREET 1: 30 OSSIPEE RD STREET 2: P O BOX 9101 CITY: NEWTON STATE: MA ZIP: 02464-9101 BUSINESS PHONE: 6179695452 MAIL ADDRESS: STREET 1: 30 OSSIPEE ROAD STREET 2: P O BOX 9101 CITY: NEWTON STATE: MA ZIP: 02164-9101 FORMER COMPANY: FORMER CONFORMED NAME: MICROFLUIDICS INTERNATIONAL CORP DATE OF NAME CHANGE: 19930713 S-8 1 a2076345zs-8.txt S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MFIC CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 04-2793022 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 30 OSSIPEE ROAD, NEWTON, MASSACHUSETTS 02464 -------------------------------------------- (Address of Principal Executive Offices)(Zip Code) MFIC CORPORATION 1986 EMPLOYEE STOCK PURCHASE PLAN -------------------------------------------------- (Full Title of the Plan) IRWIN J. GRUVERMAN CHIEF EXECUTIVE OFFICER AND CHAIRMAN MFIC CORPORATION 30 OSSIPEE ROAD NEWTON, MASSACHUSETTS 02464 (617) 969-5452 --------------------------- (Name, Address and Telephone Number of Agent for Service) Copy to: JEFFREY M. STOLER, ESQUIRE GADSBY HANNAH LLP 225 FRANKLIN STREET BOSTON, MASSACHUSETTS 02110 (617) 345-7000 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered(1) Share(2) Price(2) Registration Fee - --------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share (the "Common Stock").......... 400,000 $0.40 $160,000.00 $40.00 - ---------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, there are also being registered such additional shares of Common Stock as may become issuable pursuant to stock splits or similar transactions. (2) The proposed maximum offering price has been estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee. Except for certain shares previously purchased pursuant to the Plan, it is not known how many option or shares will be purchased or at what price. The unissued options and shares available pursuant to the Plan do not have a fixed exercise price. Accordingly, the proposed maximum offering price per share for such shares has been calculated pursuant to Rule 457(h) as the average of the bid ($0.40) and ask ($0.40) prices of the Registrant's Common Stock as listed on Nasdaq on April 5, 2002. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement on Form S-8. Such documents and the documents incorporated by reference in this Registration Statement on Form S-8 pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act and will be given to employees participating in the registrant's MFIC Corporation 1986 Employee Stock Purchase Plan (the "Plan"). -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been previously filed by MFIC Corporation (the "Company") with the Securities and Exchange Commission and are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 ("Fiscal 2001"); 2. The descriptions of the Company's Common Stock which are contained in the registration statements filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement on Form S-8 and prior to such time as the Company files a post-effective amendment to this Registration Statement on Form S-8 which indicates that all securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement on Form S-8 and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to the provisions of Section 145 of the Delaware General Corporation Law, the Company has the power to indemnify certain persons, including its officers and directors, under stated circumstances and subject to certain limitations, for liabilities incurred in connection with services performed in good faith for the Company or for other organizations at the request of the Company. The By-Laws of the Company contain provisions to the general effect that each director and officer shall be indemnified by the Company against liabilities and expenses in connection with any threatened, pending or completed legal proceeding to which he may be made a party or with which he may become involved by reason of having been an officer or director of the Company or of any other organization at the request of the Company. Indemnification is available (except by court order) only if it is determined to be proper by a majority of disinterested directors constituting a quorum, by the stockholders, or by independent legal counsel in a written opinion. In order to be entitled to indemnification, the indemnified person must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action by or in the right of the Company, indemnification is precluded if such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company, unless and to the extent that the Court of Chancery of the State of Delaware or the court in which the -3- action was brought shall determine that indemnification is proper. The Company also has the power to obtain insurance indemnifying officers and directors of the Company against any liability which it may deem proper, whether or not the Company against any liability which it may deem proper, whether or not the Company would otherwise have the power to indemnify such officer or director pursuant to its By-Laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. (a) The following exhibits have been filed (except where otherwise indicated) as part of this Registration Statement: EXHIBIT NO. DESCRIPTION 4 MFIC Corporation 1986 Employee Stock Purchase Plan 5 Opinion Letter of Gadsby Hannah LLP as to legality of shares being registered 23 Consent of Gadsby Hannah LLP (contained in Opinion filed as Exhibit 5) 23a Consent of Brown & Brown, LLP 23b Consent of Deloitte & Touche LLP ITEM 9. UNDERTAKINGS. 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: (i) To include any additional or changed material information on the plan of distribution. (2) For the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed 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. (4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. -4- (5) Insofar as indemnification for liabilities arising under the Securities 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. -5- 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 this Registration Statement 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 Newton, Commonwealth of Massachusetts on this 9th day of April, 2002. MFIC CORPORATION By: /s/ Irwin J. Gruverman ------------------------------------------- Irwin J. Gruverman, Chief Executive Officer 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 date indicated.
NAME CAPACITY DATE /s/ Irwin J. Gruverman Chief Executive Officer, Chairman April 9, 2002 - -------------------------------------------- of the Board of Directors, Treasurer Irwin J. Gruverman and Secretary (principal executive and financial officer) /s/ James N. Little Director April 9, 2002 - -------------------------------------------- James N. Little /s/ Vincent B. Cortina Director April 9, 2002 - -------------------------------------------- Vincent B. Cortina /s/ Edward T. Paslawski Director April 9, 2002 - -------------------------------------------- Edward T. Paslawski /s/ Leo Pierre Roy Director April 9, 2002 - -------------------------------------------- Leo Pierre Roy
-6- EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGE NUMBER 4 MFIC Corporation 1986 Employee Stock Purchase Plan _____ 5 Opinion Letter of Gadsby Hannah LLP as to _____ legality of shares being registered 23a Consent of Brown & Brown, LLP _____ 23b Consent of Deloitte & Touche LLP _____
-7- EX-4 3 a2076345zex-4.txt EXHIBIT 4 Exhibit 4 MFIC CORPORATION 1986 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1--PURPOSE This Employee Stock Purchase Plan (the "Plan") is intended as an incentive and to encourage all eligible employees of MFIC Corporation (formerly Microfluidics International Corporation or Biotechnology Development Corporation) (the "Company") and participating subsidiaries to acquire stock ownership in the Company so that they may share in its growth. It is intended that options issued pursuant to the Plan shall constitute options issued pursuant to an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1954, as amended (the "Code"). ARTICLE 2--ADMINISTRATION OF THE PLAN The Plan may be administered by a committee appointed by the Board of Directors of the Company (the "Committee"). The Committee shall consist of not less than three members of the Company's Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. The Committee may select one of its members as Chairman, and shall hold meetings at such times and places as it may determine. Acts by a majority of the Committee, or acts reduced to our approved in writing by a majority of the Committee, shall be the valid acts of the Committee. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final unless otherwise determined by the Board of Directors. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best, provided that any such rules and regulations shall be applied on a uniform basis to all employees under the Plan. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. In the event the Board of Directors fails to appoint or refrains from appointing a Committee, the Board of Directors shall have all powers and authority to administer the Plan. In such event, the word "Committee" wherever used herein shall be deemed to mean the Board of Directors. ARTICLE 3--ELIGIBLE EMPLOYEES No option may be granted to any person serving as a member of the Committee at the time of grant. Subject to this limitation, all employees of the Company or any of its participating subsidiaries (as defined in Article 18) who have completed at least 30 consecutive days of full-time, permanent employment with the Company or any of its subsidiaries prior to the first day of any Payment Period (as defined in Article 5) shall be eligible to receive options under the Plan to purchase the Company's Common Stock. All such employees ("Eligible Employees") shall have the same rights and privileges under the Plan. In no event may an employee be granted an option if such employee, immediately after the option is granted, owns stock possessing 5 percent or more of the total combined voting power or value or al classes of stock of the Company or of its parent corporation or subsidiary corporations, if any, as the terms "parent corporation" and "subsidiary corporation" are defined in Section 425(e) and (f) of the Code. For purposes of determining stock ownership under this paragraph, the rules of Section 425(d) of the Code shall apply, and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee. The Board of Directors shall have the authority to permit employees of acquired businesses to participate in the Plan effective with in the then current Payment Period without compliance with the eligibility and participation requirements of the Plan, to the extent permitted by the Code. ARTICLE 4--STOCK SUBJECT TO THE PLAN The stock subject to the options shall be shares of the Company's authorized but unissued shares if Common Stock, or shares of Common Stock reacquired by the Company, including shares purchased in the open market. The aggregate number of shares which may be issued pursuant to the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased shares subject thereto shall again be available under the Plan. ARTICLE 5--PAYMENT PERIODS AND GRANT OF OPTIONS The six-month periods, January 1 to June 30 and July 1 to December 31, are the Payment Periods during which payroll deductions will be accumulated under the Plan. The initial Payment Period under the Plan shall be the six-month period, July 1, 1986, Each Payment Period includes only regular pay days falling within it. Twice each year, on the first business day of each Payment Period, the Company will grant to each Eligible Employee who has elected to participate in the Plan an option to purchase on the last day of such Payment Period, at the Option Price hereinafter provided for, a maximum of 1,000 shares, on condition that such employee remains eligible to participate in the Plan throughout such Payment Period. The participant shall be entitled to exercise the option so granted only to the extent of the participant's accumulated payroll deductions on the last day of such Payment Period. If the participant's accumulated payroll deductions on the last day of the Payment Period would enable the participant to purchase more than 1,000 shares except for the 1,000-share limitation, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the 1,000 shares shall be refunded promptly by the Company to the participant without interest. The Option Price for each Payment Period shall be the lesser of (i) 85% of the average market price of the Company's Common Stock on the first business day of the Payment Period or (ii) 85% of the average market price of the Company's Common Stock on the last business day of the Payment Period, in either event rounded up to avoid fractions other than 1/4, 1/2, and 3/4. The foregoing limitation on the number of shares which may be granted in Payment Period and the Option Price per share shall be subject to adjustment as provided in Article 13. For purposes of the Plan the term "average market price" shall mean, if the Company's Common Stock is publicly traded, the average of (A) the mean of the daily closing bid and asked prices on the over-the-counter market as reported by Nasdaq (or other automated inter-dealer quotation system selected by the Board of Directors) or (B) if trading in the Company's Common Stock is then reported on the Nasdaq National Market System, the mean of the daily high and low prices so reported, or (C) if the Company's Common Stock is then traded on a national securities exchange, the mean of the daily high and low prices on the principal securities exchange on which it is so traded, or on such other national securities exchange as shall be designated by the Board of Directors. For purposes of the Plan the term "business day" means a day on which there is trading on the over-the-counter market or on the principal national securities exchange on which the Company's Common Stock is traded or on such other national securities exchange as shall be designated by the Board of Directors pursuant to the preceding sentence. -2- No Eligible Employee shall be granted an option which permits his rights to purchase Common Stock under the Plan and any similar plans of the Company or any parent or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at anytime, as determined in accordance with Section 423(b)(8) of the Code. ARTICLE 6--EXERCISE OF OPTION Each Eligible Employee who continues to be a participant in the Plan on the last business day of a Payment Period shall be deemed to have exercised his option on such date and shall be deemed to have purchased from the Company such number of full shares of Common Stock reserved for the purpose of the Plan as his accumulated payroll deductions on such date will pay for at the current Option Price, but in no event more than 1,000 shares. Subject to Article 15, if a participant is not an employee on the last business day of a Payment Period, he shall not be entitled to exercise his option. ARTICLE 7--UNUSED PAYROLL DEDUCTIONS Only full shares of Common Stock may be purchased under the Plan. Unused payroll deductions remaining in an employee's account at the end of a Payment Period (other than amounts refunded to the employee pursuant to Article 5) shall be credited to the account of such employee for the succeeded Payment Period. ARTICLE 8--AUTHORIZATION FOR ENTERING PLAN An Eligible Employee may enter the Plan by filling out, signing and delivering to the Company an authorization: A. Stating the amount to be deducted regularly from his pay; B. Authorization the purchase of stock for him in the Payment Period in accordance with the terms of the Plan; and C. Specifying the exact name in which stock purchased for him is to be issued as provided under Article 12 hereof. Such authorization must be received by the Company at least 10 days before the beginning date of the next succeeding Payment Period. Unless an employee files a new authorization or withdraws from the Plan, his deductions and purchases under the authorization he has on file under the Plan will continue from one Payment Period to succeeding Payment Periods as long as the Plan remains in effect. The Company will accumulate and hold for the employee's account the amounts deducted from his pay. No interest will be paid on such amounts. ARTICLE 9--MINIMUM AND MAXIMUM AMOUNTS OF PAYROLL DEDUCTIONS An Eligible Employee may authorize payroll deductions in an amount (in whole percents) not less than 2% but not more than 10% of his total annual gross pay. -3- ARTICLE 10--CHANGES IN PAYROLL DEDUCTIONS Deductions may be increased or decreased no more than one time per Payment Period. A new authorization must be filed with the Company to so change deductions. ARTICLE 11--WITHDRAWAL FROM THE PLAN An Eligible Employee may withdraw from the Plan, in whole but not in part, at any time prior to the last business day of any Payment Period by delivering a withdrawal notice to the Company, in which event the Company will refund the entire balance of his deductions as soon as practicable thereafter, without interest. To re-enter the Plan, an Eligible Employee who has previously withdrawn must file a new authorization in accordance with Article 8. His re-entry into the Plan cannot, however, become effective before the beginning of the next Payment Period following his withdrawal. ARTICLE 12--ISSUANCE OF STOCK Certificates for stock issued to participants will be delivered as soon as practicable after each Payment Period. Stock purchased under the Plan will be issued only in the name of the Eligible Employee, or if his authorization so specifies, in the name of the employee and another person of legal age as joint tenants with rights of survivorship. ARTICLE 13--ADJUSTMENTS Upon the happening of any of the following described events, an optionee's rights under options granted hereunder shall be adjusted as hereinafter provided: A. In the event shares of Common Stock of the Company shall be subdivided or combined into a greater or smaller number of shares or if, upon a merger, consolidation, reorganization, split-up, liquidation, combination, recapitalization or the like of the Company, the shares of the Company's Common Stock shall be exchanged for other securities of the Company or of another corporation, each optionee shall be entitled, subject to the conditions herein stated, to purchase such number of shares of Common Stock or amount of other securities of the Company or such other corporation as were exchangeable for the number of shares of Common Stock of the Company which such optionee would have been entitled to purchase except for such action, and appropriate adjustments shall be made in the Option Price per share to reflect such subdivision, combination, or exchange; and B. In the event that Company shall issue any of its shares as a stock dividend upon or with respect to the shares of stock of the class which shall at the time be subject to option hereunder, each optionee upon exercising such an option shall be entitled to receive (for the aggregate option price paid upon such exercise) the shares as to which he is exercising his option and, in addition thereto (at no additional cost), such number of shares of the class or classes in which such stock dividend or dividends were declared or paid, and such amount of cash in lieu of fractional shares, as is equal to the number of shares thereof and the amount of cash in lieu of fractional shares, respectively, which he would have received if he had been the holder of the shares as to which he is exercising his option at all times between the date of the granting of such option and the date of its exercise. -4- Upon the happening of any of the foregoing events, the class and aggregate number of shares set forth in Article 4 hereof which are subject to options which have heretofore been or may hereafter be granted under the Plan and the limitations set forth in the second paragraph of Article 5 shall also be appropriately adjusted to reflect the event specified in paragraph A and B above. Notwithstanding the foregoing, any adjustments made pursuant to subsections A or B shall be made without stockholder approval only to the extent that the Committee, based on advise of counsel for the Company, determines that such adjustments will not constitute a change requiring stockholder approval under Section 423(b)(2) of the Code. The Committee shall determine the adjustments to be made under this Article 13, and its determination shall be conclusive. ARTICLE 14--NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS An employee's rights under the Plan are his alone and may not be transferred or assigned to, or availed of by, any other person. Any option granted to an employee may be exercised only by him. ARTICLE 15--TERMINATION OF EMPLOYEE'S RIGHTS An employee's rights under the Plan will terminate when he ceases to be an employee because of retirement, resignation, discharge, death, change of status or for any other reason, except that if an employee retires or is laid off on account of an absence of work during the last three months of any Payment Period, he shall nevertheless be deemed to be a participant in the Plan on the last day of the Payment Period. A withdrawal notice will be considered as having been received from the employee on the day his employment ceases, and all payroll deductions not used to purchase stock will be refunded. If an employee's payroll deductions are interrupted by any legal process, a withdrawal notice will be considered as having been received from him on the day the interruption occurs. ARTICLE 16--TERMINATION AND AMENDMENTS TO PLAN The Plan may be terminated at any time by the Company's Board of Directors, but such termination shall not affect options then outstanding under the Plan. The Plan will terminate in any case when all or substantially all of the unissued shares of stock reserved for the purposes of the Plan have been purchased. If at any time shares of stock reserved for the purposes of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares shall be apportioned among participants in proportion to their options and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase stock will be refunded, without interest. The Board of Directors also reserves the right to amend the Plan from time to time in any respect, provided, however, that no amendment shall be effective without approval of the stockholders which would (a) except as provided in Article 13, increase the number of shares of Common Stock to be offered under the Plan or (b) change the class of employees eligible to receive options under the Plan. ARTICLE 17--LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN The Plan is intended to provide Common Stock for investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his own affairs. Any employee may, therefore, sell stock purchased under the Plan at any time he chooses, subject to compliance with any applicable Federal or state securities laws; provided, however, that because of certain Federal Tax requirements, each employee will agree by entering the Plan, to give the Company prompt notice of any such stock disposed -5- of within two years after the date of grant of the relevant option showing the number of such shares disposed of. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK. ARTICLE 18--PARTICIPATING SUBSIDIARIES The term "participating subsidiaries" shall mean any subsidiary of the Company which is designated by the Committee to participate in the Plan. The Committee shall have the power to make such designation before or after the Plan is approved by the stockholders. ARTICLE 19--OPTIONEES NOT STOCKHOLDERS Neither the granting of an option to any employee nor the deductions from his pay shall constitute such employee a stockholder of the shares covered by an option until such shares have been purchased by and issued to him. ARTICLE 20--APPLICATION OF FUNDS The proceeds received by the Company from the sale of Common Stock pursuant to options granted under the Plan will be used for general corporate purposes. ARTICLE 21--GOVERNMENTAL REGULATION The Company's obligation to sell and deliver shares of the Company's Common Stock under the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. The Company intends to apply to the Internal Revenue Service for a ruling regarding the tax aspects of the Plan. If the Company does not receive a favorable tax ruling before the last day of the first Payment Period under the Plan (December 31, 1986), the Company reserves the right to rescind all options granted to Eligible Employees on the first day of such Payment Period, in which event all payroll deductions shall be refunded to participating Eligible Employees without interest. ARTICLE 22--APPROVAL OF STOCKHOLDERS The Plan shall be subject to approval by the holders of a majority of the outstanding shares of the Common Stock of the Company present or represented by proxy at a duly called meeting of shareholders, which approval must occur within the period ending twelve months after the date the Plan is adopted by the Board of Directors. The Plan was adopted by the Board of Directors on April 2, 1986, subject to approval by the shareholders. In the event that the approval of the shareholders is not received before December 31, 1986 (the last day of the first Payment Period), any and all options granted on July 1, 1986 (the first day of the first Payment Period) shall be rescinded, and the Company will promptly refund the balance of each participating Eligible Employee's deductions, without interest. In addition, in such event the Plan will be deemed terminated as of December 31, 1986 (the last day of the first Payment Period).] -6- EX-5 4 a2076345zex-5.txt EXHIBIT 5 Exhibit 5 Opinion of Gadsby Hannah LLP GADSBY HANNAH LLP 225 Franklin Street Boston, Massachusetts 02110 April 9, 2002 MFIC Corporation 30 Ossipee Road Newton, Massachusetts 02464 Re: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel for MFIC Corporation, a Delaware corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-8 proposed to be filed with the Securities and Exchange Commission on or about April 10, 2002 (the "Registration Statement"). The Registration Statement covers the registration of shares of common stock, $0.01 par value per share, of the Company (the "Shares"), which are issuable by the Company pursuant to its MFIC Corporation 1986 Employee Stock Purchase Plan (the "Plan"). We have reviewed the corporate proceedings of the Company with respect to the authorization of the Plan and the issuance of the Shares thereunder. We have also examined and relied upon originals or copies of such corporate records, instruments, agreements or other documents of the Company, and certificates of officers of the Company as to certain factual matters, as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. This opinion is limited solely to the General Corporation Law of Delaware. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and delivered upon purchase pursuant to the Plan and against the payment of the purchase price therefor, as specified in such Plan or documents governing such awards, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ GADSBY HANNAH LLP EX-23.A 5 a2076345zex-23_a.txt EXHIBIT 23A Exhibit 23a INDEPENDENT AUDITORS' CONSENT MFIC Corporation As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of MFIC Corporation on Form S-8 of our report, dated February 27, 2002 except for Note 7, as to which, the date is March 29, 2002, appearing in the Annual Report on Form 10-K of MFIC Corporation for the year ended December 31, 2001. /s/ Brown & Brown, LLP Boston, Massachusetts April 9, 2002 EX-23.B 6 a2076345zex-23_b.txt EXHIBIT 23B Exhibit 23b INDEPENDENT AUDITORS' CONSENT MFIC Corporation We consent to the incorporation by reference in this Registration Statement of MFIC Corporation on Form S-8 of our report dated March 29, 2001, except for Note 7, as to which the date is April 13, 2001, appearing in the Annual Report on Form 10-K of MFIC Corporation for the year ended December 31, 2001. /s/ Deloitte & Touche LLP Boston, Massachusetts April 8, 2002 -----END PRIVACY-ENHANCED MESSAGE-----