Registration No. _____________
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 04-2314970
(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.
1998 EMPLOYEE STOCK PURCHASE PLAN
1998 DIRECTOR STOCK OPTION INCENTIVE 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 & Fink, 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 Plans: Upon
issuance and exercise of options under the Plans.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registra-
registered registered(1) per share(2) offering price tion fee
---------- ------------- --------------- ----------------------- -------------
Common Stock,
$.01 par 525,000 $1.20 $630,000 $57.96
value
(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 Plans.
(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 25, 2002.
EXPLANATORY NOTE
The 525,000 shares of Common Stock being registered pursuant to this
Registration Statement are additional securities of the same class as other
securities for which a registration statement (No. 333-56741) on Form S-8 was
filed with the Securities and Exchange Commission on June 12, 1998. Pursuant to
General Instruction E to Form S-8, the contents of such earlier registration
statement are incorporated by reference into this Registration Statement, except
that the provisions contained in Part II of such earlier registration statement
are modified as set forth in this Registration Statement.
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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, 2001 (which incorporates by reference certain portions of the
Company's Proxy Statement for the Company's 2002 Annual Meeting of Stockholders
held on June 5, 2002);
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002;
(c) the Company's definitive Proxy Statement for the Annual Meeting of
Stockholders held on June 5, 2002;
(d) 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, 2002; and
(e) 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).
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.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
(a) Legal Matters. Lynch, Brewer, Hoffman & Fink, 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 Plans, be legally issued, fully paid and non-assessable. Owen
B. Lynch, a partner of Lynch, Brewer, Hoffman & Fink, LLP, is an Assistant
Secretary of the Company.
(b) Experts. The financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports.
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.
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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;
(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 Plans.
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
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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.
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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 28th day of June,
2002.
UFP TECHNOLOGIES, INC.
By /s/ R. Jeffrey Bailly
--------------------------------
R. Jeffrey Bailly, President
and Chief Executive Officer
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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, Ronald J. Lataille 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
--------- ----- ----
/s/ R. Jeffrey Bailly President, Chief June 28, 2002
------------------------------ Executive Officer,
R. Jeffrey Bailly Director (principal
executive officer)
/s/ Ronald J. Lataille Vice President, Chief June 28, 2002
---------------------------- Financial Officer
Ronald J. Lataille (principal financial and
accounting officer)
/s/ William H. Shaw Chairman of the June 28, 2002
----------------------------- Board of Directors
William H. Shaw
/s/ Richard L. Bailly Secretary and June 28, 2002
----------------------------- Director
Richard L. Bailly
/s/ William C. Curry Director June 28, 2002
-----------------------------
William C. Curry
/s/ Kenneth L. Gestal Director June 28, 2002
-----------------------------
Kenneth L. Gestal
/s/ Peter R. Worrell Director June 28, 2002
-----------------------------
Peter R. Worrell
/s/ Michael J. Ross Director June 28, 2002
-----------------------------
Michael J. Ross
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1 1998 Employee Stock Purchase Plan
(incorporated herein by reference to the Company's Proxy
Statement for its 2002 Annual Meeting of Stockholders)
4.2 1998 Director Stock Option Incentive Plan, as amended
(incorporated herein by reference to the Company's Proxy
Statement for its 2002 Annual Meeting of Stockholders)
5 Opinion of Lynch, Brewer, Hoffman & Fink, LLP
(filed herewith)
23.1 Consent of Lynch, Brewer, Hoffman
& Fink, LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
(filed herewith)