-----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, CgBsx0ZjlkY/jGd3GrFiiWifZ1i3QfZfx3qyq5Ll8lIcBMYtFBQwd2jzo9cRXVyw hqdb6JNjGWqPMd4ywP1X6A== /in/edgar/work/20000623/0000912057-00-029510/0000912057-00-029510.txt : 20000920 0000912057-00-029510.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029510 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000623 EFFECTIVENESS DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UFP TECHNOLOGIES INC CENTRAL INDEX KEY: 0000914156 STANDARD INDUSTRIAL CLASSIFICATION: [3086 ] IRS NUMBER: 042314970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39946 FILM NUMBER: 659633 BUSINESS ADDRESS: STREET 1: 172 EAST MAIN ST CITY: GEORGETOWN STATE: MA ZIP: 01833 BUSINESS PHONE: 5083522200 MAIL ADDRESS: STREET 1: 172 EAST MAIN ST CITY: GEORGETOWN STATE: MA ZIP: 02135 S-8 1 s-8.txt S-8 Registration No. 333- Securities and Exchange Commission Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UFP TECHNOLOGIES, INC. (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) DELAWARE 04-231-4970 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 172 East Main Street, Georgetown, Massachusetts 01833 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) UFP TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN (FULL TITLE OF THE PLAN) R. Jeffrey Bailly UFP TECHNOLOGIES, INC. 172 East Main Street Georgetown, Massachusetts 01833 (978) 352-2200 COPIES TO: Patrick J. Kinney, Jr., Esq. Lynch, Brewer, Hoffman & Sands, LLP 101 Federal Street Boston, Massachusetts 02110 (617) 951-0800 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) Approximate date of Commencement of Sale pursuant to the Plan: Upon issuance and exercise of options. CALCULATION OF REGISTRATION FEE ===============================
TITLE OF PROPOSED PROPOSED SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF OF TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE Common Stock, $.01 par value 500,000 $2.75 $1,375,000 $363.00
(1) The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of terminated, expired or surrendered options or pursuant to the antidilution provisions of the Plan. (2) Computed on the basis of the closing sales price of securities of the same class, as reported in the Nasdaq Stock Market, on June 19, 2000. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Certain important information is set forth in certain reports or statements filed by UFP Technologies, Inc. (the "Company") with the Securities and Exchange Commission. The reports or documents listed below are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (which incorporates by reference certain portions of the Company's Proxy Statement for the Company's 2000 Annual Meeting of Stockholders held on June 9, 2000); (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; (c) all reports filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for periods since March 31, 2000; (d) the information set forth under "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A dated December 6, 1993 as amended on December 8, 1993 (File No. 1-12648) which incorporates by reference the description of the Company's securities contained in the Company's Registration Statement on Form S-1 (File No. 33-70912); and All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 to be incorporated by reference and to be a part hereof from the date of filing such reports and documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal Street, Floor 22, Boston, Massachusetts 02110, has rendered its opinion to the Company that shares included in this offering will, when sold in accordance with the terms of the Plan, be legally issued, fully paid and non-assessable. Owen B. Lynch, a partner of Lynch, Brewer, Hoffman & Sands, LLP, is an Assistant Secretary of the Company. -3- Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's charter and by-laws provide that the Company may indemnify all persons whom it shall have power to indemnify to the full extent permitted by state law. Under Delaware law, a director, officer, employee or agent who has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred. In other circumstances, a director, officer, employee or agent of the Company may be indemnified against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred if he/she acted in good faith and has not been adjudged to have derived an improper personal benefit from the transaction or occurrence forming the basis for such settlement. The Company has entered into indemnification agreements with each of its directors and anticipates that it will enter into similar arrangements with any future directors. The Company may also enter into similar agreements with certain of the Company's officers who are not also directors. Generally, the indemnification agreements attempt to provide the maximum protection permitted by Delaware law with respect to indemnification of directors. The Company's charter further provides that directors are not liable for monetary damages for certain violations of their duty of care. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable Item 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; -4- (iii) 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; PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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 Plan. B. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company'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. C. Insofar as indemnification for liabilities under the Securities Act of 1933 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 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 and will be governed by the final adjudication of such issue. -5- 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 had duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Georgetown, Massachusetts, on this 21st day of June, 2000. UFP TECHNOLOGIES, INC. By /s/ R. JEFFREY BAILLY --------------------------------- R. Jeffrey Bailly, President and Chief Executive Officer -6- POWER OF ATTORNEY 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. By so signing, each of the undersigned, in his capacity as a director or officer or both, as the case may be, does hereby appoint R. Jeffrey Bailly, William H. Shaw and Patrick J. Kinney, Jr., and each of them singly, his lawful attorney to execute in his name, place and stead, any and all amendments and supplements to this Registration Statement and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission or any applicable state securities administrator. Said attorney shall have the full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully, and to all intents and purposes, as each of the undersigned might do in person, hereby ratifying and approving the acts of such attorney. Executed under seal as of the date(s) set forth below.
SIGNATURE TITLE DATE - --------- ----- ---- R. JEFFREY BAILLY President, Chief June 21, 2000 - ------------------------------ Executive Officer, R. Jeffrey Bailly Director (principal executive officer) /S/RONALD J. LATAILLE Vice President, Chief June 21, 2000 - ----------------------------- Financial Officer Ronald J. Lataille (principal financial and accounting officer) /S/ WILLIAM H. SHAW Chairman of the June 21, 2000 - ----------------------------- Board of Directors William H. Shaw /S/ RICHARD L. BAILLY Secretary and June 21, 2000 - ----------------------------- Director Richard L. Bailly /S/ WILLIAM C. CURRY Director June 21, 2000 - ----------------------------- William C. Curry /S/ KENNETH L. GESTAL Director June 21, 2000 - ----------------------------- Kenneth L. Gestal /S/ PETER R. WORRELL Director June 21, 2000 - ----------------------------- Peter R. Worrell /S/ MICHAEL J. ROSS Director June 21, 2000 - ----------------------------- Michael J. Ross
-7- EXHIBIT INDEX
Exhibit NUMBER DESCRIPTION - ------- ----------- 4.1 Specimen Stock Certificate [incorporated by reference to the Company's Registration Statement on Form S-18 (File No. 33-70912)]. 4.2 1993 Stock Option Plan, as amended [incorporated by reference to the Company's 2000 Proxy Statement]. 4.3 Form of Incentive Stock Option Agreement [incorporated by reference to the Company's Registration Statement on Form S-8 (File No. 333-2248)]. 5 Opinion of Lynch, Brewer, Hoffman & Sands, LLP 23.1 Consent of Lynch, Brewer, Hoffman & Sands, LLP (included in Exhibit 5) 23.2 Consent of Arthur Andersen LLP 23.3 Consent of KPMG LLP
EX-5 2 ex-5.txt EXHIBIT 5 EXHIBIT 5 June 23, 2000 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 RE: Registration of 500,000 shares of Common Stock of UFP TECHNOLOGIES, INC. ON SEC FORM S-8 REGISTRATION STATEMENT --------------------------------------------------------- Gentlemen: Our opinion, as counsel for UFP Technologies, Inc. (the "Company"), has been solicited in connection with the registration under the Securities Act of 1933 of an additional 500,000 shares of Common Stock, $.01 par value ("Common Stock"), to be issued by the Company pursuant to the Company's 1993 Stock Option Plan, as amended on April 12, 2000, (the "Option Plan") as more particularly set forth in the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about June 23, 2000. We have examined the Certificate of Incorporation of the Company, the By-laws and minute books of the Company, the Option Plan, and the pertinent statutes of the State of Delaware. Based upon the foregoing, we are of the opinion that the shares of Common Stock being offered by the Company pursuant to said Registration Statement will be, when issued and paid for in accordance with the terms of the Option Plan, legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, LYNCH, BREWER, HOFFMAN & SANDS, LLP EX-23.2 3 ex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- The Board of Directors UFP Technologies, Inc. As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 18, 2000 included in UFP Technologies, Inc.'s Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts June 21, 2000 EX-23.3 4 ex-23_3.txt EXHIBIT 23.3 EXHIBIT 23.3 Consent of Independent Public Accountants The Board of Directors UFP Technologies, Inc. We consent to the incorporation by reference in this Registration Statement on Form S-8, dated June 21, 2000, of our report dated February 25, 1999 relating to the consolidated balance sheet of UFP Technologies, Inc. and subsidiaries for the year ended December 31, 1998, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1998, and all related schedules, which report appears in the Annual Report on Form 10-K of UFP Technologies, Inc. for the year ended December 31, 1999, and to the reference to our Firm in this Registration Statement. KPMG LLP Boston, Massachusetts June 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----