As filed with the Securities and Exchange Commission on June 19, 1996
Registration Statement No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
Anika Research, Inc.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-3145961
(State of incorporation) (I.R.S. Employer Identification Number)
236 West Cummings Park
Woburn, Massachusetts 01801
(617) 932-6616
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1993 Stock Option Plan
(Full Title of the Plan)
_________________________
ROBERT S. DUFRESNE
President
Anika Research, Inc.
236 West Cummings Park
Woburn, Massachusetts 01801
(617) 932-6616
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________________
With copies to:
H. DAVID HENKEN, ESQ.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered (1) Price Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock 1,000,000 $5.50 (2) $5,500,000 $1,897
================================================================================================================================
(1) Plus such additional number of shares as may be required pursuant to the 1993 Stock Option Plan in the event of a stock
dividend, reverse stock split, split-up, recapitalization or other similar event.
(2) This estimate is based on the average of the high and low sales prices of the common stock of Anika Research, Inc., par
value $.01 per share, as reported on the Nasdaq Small-Cap Market on June 12, 1996, pursuant to Rule 457(c) and (h) under
the Securities Act, solely for purposes of determining the registration fee.
================================================================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E of Form S-8, Anika Research, Inc. (the
"Registrant") hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (No. 33-63882) as previously filed with the
Securities and Exchange Commission on June 4, 1993 (the "Original Registration
Statement"), except for Items 5 and 6 which are restated below. This
Registration Statement is being filed to register an additional 1,000,000 shares
of the Registrant's Common Stock subject to issuance under the Registrant's 1993
Stock Option Plan.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock offered hereby will be passed upon for
the Registrant by Goodwin, Procter & Hoar LLP. Richard E. Floor, whose
professional corporation is a partner in the firm of Goodwin, Procter & Hoar
LLP, beneficially owns shares of the Company's Series A Preferred Stock which
are convertible into 25,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Article 6A of the Registrant's Articles of Organization, as amended (the
"Articles of Organization"), provides that except to the extent that Chapter
156B of the Massachusetts General Laws prohibits the elimination or limitation
of liability of directors for breaches of fiduciary duty, no director of the
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, notwithstanding
any provision of law imposing such liability.
Article 6B of the Articles of Organization, provides that the Registrant
shall indemnify each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a director or officer of the
Registrant, or in any capacity with respect to any employee benefit plan of the
Registrant (an "Indemnitee") against amounts paid and expenses incurred in
connection with an action, suit or proceeding and any appeal therefrom, or
settlement thereof, unless the Indemnitee shall be finally adjudicated not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the Registrant (or participants or beneficiaries of any
employee benefit plan of the Registrant). The Registrant shall not indemnify an
Indemnitee seeking indemnification in connection with a proceeding initiated by
the Indemnitee unless the initiation thereof was approved by the Board of
Directors of the Registrant.
Article 6B permits the payment by the Registrant of expenses incurred in
defending any action, suit, proceeding or investigation in advance of its final
disposition, if the Registrant does not assume the defense of Indemnitee,
subject to receipt of an undertaking by the Indemnitee to repay such payment if
it is ultimately determined that such Indemnitee is not entitled to
indemnification under the Articles of Organization.
Article 6B further permits that no indemnification or advancement of
expenses may be made if such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interest of the Registrant.
Such determination shall be made in each instance by (a) a majority vote of a
quorum of the directors of the Registrant, (b) a majority vote of a quorum of
the outstanding shares of stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of stockholders who are not
at that time parties to the action, suit or proceeding in question, (c)
independent legal counsel (who may be regular legal counsel to the Registrant),
or (d) a court of competent jurisdiction.
The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion
filed as Exhibit 5.1 hereto).
23.2 Consent of Accountants.
24.1 Power of Attorney (included on the signature page of this
registration statement).
99.1 Anika Research, Inc. 1993 Stock Option Plan.
SIGNATURES
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 Woburn, Massachusetts on the 31 day of May 1996.
Anika Research, Inc.
By: /s/ Robert S. DuFresne
---------------------------------------
Robert S. DuFresne, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Anika Research, Inc. hereby severally constitute Robert S. DuFresne
and Sean F. Moran, and each of them individually, to sign for us and in our
names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission, hereby ratifying and conforming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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 date indicated.
SIGNATURE CAPACITY DATE
- ------------------------ -------------------------------------------- ------------
/s/ David A. Swann Chairman of the Board of Directors May 31, 1996
- -------------------------
David A. Swann
/s/ Joseph L. Bower Director May 28, 1996
- -------------------------
Joseph L. Bower
/s/ Eugene A. Davidson Director May 31, 1996
- -------------------------
Eugene A. Davidson
/s/ Jonathan D. Donaldson Director May 23, 1996
- -------------------------
Jonathan D. Donaldson
/s/ Samuel McKay Director May 24, 1996
- -------------------------
Samuel McKay
/s/ Harvey Sadow Director May 31, 1996
- -------------------------
Harvey Sadow
/s/ Steven E. Wheeler Director May 31, 1996
- -------------------------
Steven E. Wheeler
/s/ Robert S. DuFresne President (Principal Executive Officer) May 31, 1996
- -------------------------
Robert S. DuFresne
/s/ Sean F. Moran Vice President of Finance and Treasurer May 31, 1996
- ------------------------- (Principal Financial and Accounting Officer)
Sean F. Moran
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 4
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion filed as Exhibit 5.1 hereto). 4
23.2 Consent of Accountants. 5
24.1 Power of Attorney (included on the signature page of this registration statement). 2
99.1 Anika Research, Inc. 1993 Stock Option Plan. 6
3