AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27,
2010
REGISTRATION NO.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
____________________
TECH/OPS
SEVCON, INC.
(Exact
name of registrant as specified in its charter)
____________________
Delaware
|
04-2985631
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
155
Northboro Road,
Southborough,
Massachusetts
|
01772
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
1996
Equity Incentive Plan
(Full
title of the plan)
____________________
Paul
N. Farquhar
Vice
President, Chief Financial Officer and Treasurer
Tech/Ops
Sevcon, Inc.
155
Northboro Road
Southborough,
Massachusetts 01772
(Name
and address of agent for service)
(508)
281-5510
(Telephone
number, including area code, of agent for service)
____________________
Copy
to:
Matthew
C. Dallett
Edwards
Angell Palmer & Dodge LLP
111
Huntington Avenue
Boston,
Massachusetts 02199-7613
(617)
239-0100
____________________
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “accelerated filer,” “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer Accelerated
filer Non-accelerated
filer Smaller
reporting company x
____________________
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price per share (2)
|
Proposed
maximum aggregate offering price(3)
|
Amount
of registration fee
|
Common
Stock, $.10 par value per share
|
200,000
shares
|
$2.24
|
$448,000
|
$32.00
|
|
|
|
|
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, to the extent additional
shares of our Common Stock may be issued or issuable as a result of a
stock split or other distribution declared at any time by our Board of
Directors while this Registration Statement is in effect, this
Registration Statement is hereby deemed to cover all such additional
Common Stock.
|
(2)
|
Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and 457(h)(1) of the Securities
Act of 1933. The price per share and aggregate offering price are based
upon the average of the high and low asked prices of the registrant's
common stock
on January 21, 2010 as reported on The Nasdaq Capital
Market.
|
(3)
|
This Registration Statement registers an additional 200,000 shares
issuable under our 1996 Equity Incentive Plan (the “1996 Plan”). We have
previously registered 300,000 shares issuable under the 1996 Plan
(Registration Statement Nos. 333-02113, 333-61229 and
333-104785).
|
STATEMENT
REGARDING INCORPORATION BY REFERENCE
FROM
EFFECTIVE REGISTRATION STATEMENTS
This
Registration Statement registers additional securities of the same class as
other securities for which registration statements filed on Form S-8 relating to
our 1996 Equity Incentive Plan (the “1996 Plan”) are already effective. Pursuant
to Instruction E to Form S-8, we incorporate by reference into this Registration
Statement the contents of the registration statements we filed on Form S-8 with
the Securities and Exchange Commission on September 25, 1991 (File No.
33-42960), April 1, 1996 (File No. 333-02113), August 12, 1998 (File No.
333-61229) (as amended by a Post-Effective Amendment on Form S-8 filed on May
19, 2004) and April 28, 2003 (File No. 333-104785), in their entirety and
including exhibits thereto, relating to the registration of shares of our Common
Stock, $0.10 par value per share, authorized for issuance under the 1996 Plan.
This Registration Statement provides for the registration of an additional
200,000 shares of our Common Stock authorized for issuance under the 1996 Plan
pursuant to an amendment to the 1996 Plan adopted by our stockholders on January
26, 2010.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
See
Exhibit Index immediately following the signature page.
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 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 Boston, Commonwealth of Massachusetts, on January 26,
2010.
TECH/OPS SEVCON,
INC.
By: /s/
Matthew
Boyle
Matthew
Boyle
President and Chief
Executive Officer
POWER
OF ATTORNEY AND SIGNATURES
We, the
undersigned officers and directors of Tech/Ops Sevcon, Inc., hereby severally
constitute and appoint Matthew Boyle and Paul N. Farquhar, and each of them
singly, our true and lawful attorneys-in-fact, with full power to them in any
and all capacities, to sign any and all amendments to this Registration
Statement on Form S-8 (including any post-effective amendments thereto), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
Tech/Ops Sevcon, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities indicated.
Signature
|
Title
|
Date
|
/s/ Matthew
Boyle
Matthew
Boyle
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
January
26, 2010
|
/s/ Paul N.
Farquhar
Paul
N. Farquhar
|
Vice
President, Chief Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
|
January
26, 2010
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/s/ Maarten D.
Hemsley
Maarten
D. Hemsley
|
Director
|
January
26, 2010
|
/s/ Paul B.
Rosenberg
Paul
B. Rosenberg
|
Director
|
January
26, 2010
|
/s/ Marvin G.
Schorr
Marvin
G. Schorr
|
Director
|
January
26, 2010
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/s/ Bernard F.
Start
Bernard
F. Start
|
Director
|
January
26, 2010
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/s/ David R.A.
Steadman
David
R.A. Steadman
|
Director
|
January
26, 2010
|
/s/ Paul O.
Stump
Paul
O. Stump
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Director
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January
26, 2010
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EXHIBIT
INDEX
Exhibit
Number
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Exhibit
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4.1
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Certificate
of Incorporation of the Registrant (incorporated by reference to Exhibit
(3) (a) to Quarterly Report on Form 10-Q for the quarter ended July 3,
2004).
|
|
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4.2
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Amended
and Restated By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 to Current Report on Form 8-K filed on September 19,
2008).
|
|
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4.3
|
Specimen
Common Stock Certificate of the Registrant (incorporated by reference to
Exhibit (4)(a) to Annual Report for the fiscal year ended September 30,
2008).
|
|
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5.1
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Opinion
of Edwards Angell Palmer & Dodge LLP as to the legality of the
securities registered hereunder.
|
|
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23.1
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Consent
of Caturano and Company, P.C., an independent registered public accounting
firm.
|
|
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23.2
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Consent
of Edwards Angell Palmer & Dodge LLP (included in Exhibit
5.1).
|
|
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24.1
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Power
of Attorney (included in the signature page hereto).
|
|
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99.1
|
Tech/Ops
Sevcon, Inc. 1996 Equity Incentive Plan (the “Plan”)(incorporated by
reference to Appendix II to the Registrant’s Proxy Statement filed on
December 29, 2003).
|
|
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99.2
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Amendment
to the Plan as adopted by the Registrant’s stockholders on January 26,
2010.
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Exhibit
5.1
EDWARDS
ANGELL PALMER & DODGE LLP
111
Huntington Avenue, Boston, MA 02199, 617 239 0100. Fax 617 227 4420,
eapdlaw.com
January
27, 2010
Tech/Ops
Sevcon, Inc.
155
Northboro Road
Southborough,
MA 01772
We are
rendering this opinion in connection with the Registration Statement on Form S-8
(the “Registration Statement”) filed on or about the date hereof with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of 200,000 shares of Common Stock, $.10 par value per share
(the “Shares”), of Tech/Ops Sevcon, Inc., a Delaware corporation (the
“Company”), issuable from time to time pursuant to the provisions of the
Company’s 1996 Equity Incentive Plan (the “Plan”).
We have
acted as your counsel in connection with the preparation of the Registration
Statement and are familiar with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Shares. We have
examined all such documents as we consider necessary to enable us to render this
opinion.
Based
upon the foregoing, we are of the opinion that, when issued in accordance with
the terms of the Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby
consent to the use of our name in the Registration Statement and consent to the
filing of this opinion with the Securities and Exchange Commission as an exhibit
to the Registration Statement.
Very
truly yours,
/s/ Edwards Angell Palmer &
Dodge LLP
Edwards
Angell Palmer & Dodge LLP
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As
independent registered public accountants, we hereby consent to the
incorporation by reference of our report, dated December 17,
2009, relating to the consolidated balance sheets of Tech/Ops Sevcon,
Inc. as of September 30, 2009 and 2008, and the related consolidated statements
of operations, comprehensive income (loss), stockholders’ equity and cash
flows for each of the years then ended, included in Tech/Ops Sevcon, Inc.’s
Annual Report on Form 10-K filed December 17, 2009, into this Registration
Statement on Form S-8.
/s/
Caturano and Company, P.C.
Boston,
Massachusetts
January
27, 2010
Exhibit
99.2
VOTE OF
TECH/OPS SEVCON, INC. STOCKHOLDERS
AMENDING
1996 EQUITY INCENTIVE PLAN,
AS
AMENDED AND RESTATED
January
26, 2010
VOTED:
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That
the increase in the number of shares issuable under the Tech/Ops Sevcon,
Inc. 1996 Equity Incentive Plan by 200,000 shares is hereby approved and
ratified.
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