As filed with the Securities and Exchange Commission on May 5, 1997
REGISTRATION STATEMENT NO. 33- ________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KURZWEIL APPLIED INTELLIGENCE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2815079
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 Waverley Oaks Road
Waltham, Massachusetts 02154
(Address of Principal Executive Offices) (Zip Code)
Kurzweil Applied Intelligence, Inc.
1995 Stock Option Plan
1995 Non-Employee Director Stock Option Plan
(Full title of the plan)
Roger M. Barzun
Secretary
60 Hubbard Street
Concord, Massachusetts 01742
(Name and address of agent for service)
(508) 287-4275
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered (1) price per share (2) price registration fee
Common Stock 700,000 $4.00 $2,800,000 $849
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(1) Plus such additional number of shares as may be required pursuant to the
plans in the event of a stock dividend, split-up of shares,
recapitalization or other similar change in the Common Stock.
(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) on the basis of the last sale price of the
Common Stock as reported on the NASDAQ NATIONAL MARKET on May 1, 1997
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended, and relates to 700,000 shares of Common
Stock, $.01 par value, of Kurzweil Applied Intelligence, Inc. (the "Company")
that have been reserved for issuance pursuant to the Company's 1995 Stock Option
Plan and its 1995 Non-Employee Director Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 1997; and
(e) The description of the Company's Common Stock contained in a
registration statement on Form 8-A filed pursuant to the
Securities Exchange Act of 1934 , as amended, (the "Exchange
Act") dated August 9, 1993 and any amendments or reports filed
for the purpose of updating such description.
In addition, all documents filed by the Company after the initial
filing date of this registration statement pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a
post-effective amendment which indicates that all shares registered
hereunder have been sold or which de-registers all shares then
remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of
filing of such documents.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Roger M. Barzun, 60 Hubbard Street,
Concord, Massachusetts 01742, who is Secretary and General Counsel of
the Company and the holder of options to purchase 15,000 shares of the
Company's common stock under the 1995 Stock Option Plan, to which this
registration statement relates.
Item 6. Indemnification of Officers and Directors
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify a director, officer,
employee or agent against expenses (including attorneys' fees),
judgments, fines and for amounts paid in settlement in respect of or
in successful defense of any action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, as amended, (the "Certificate"), as authorized under
Delaware law, officers and directors of the Company are not liable for
monetary damages for breach of fiduciary duty, except in connection
with a breach of the duty of loyalty; for acts or omission not in good
faith or that involve intentional misconduct or knowing violation of
law; for dividend payments or stock repurchases illegal under Delaware
law; or for any transaction in which a director or officer has derived
an improper personal benefit. In addition, the Certificate provides
that the Company is required to indemnify its officers and directors
to the fullest extent permitted by
Delaware law for all expenses incurred in any actions against such
persons in connection with their having served as officers or
directors of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
5 Opinion of Roger M. Barzun as to the legality of the shares
being registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Roger M. Barzun (included in Exhibit 5).
24 Power of Attorney (included on Page II-5).
Item 9. Undertakings
(a) 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 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 (or the most recent
post-effective amendment thereof) 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 registration statement is
on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant
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, as amended (the "Securities
Act"), 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; and
(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.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities Act 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 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 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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, The Commonwealth of Massachusetts on May 2,
1997.
Kurzweil Applied Intelligence, Inc.
(Issuer and Employer)
By: /s/ Thomas E. Brew, Jr.
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Thomas E. Brew, Jr.
President, & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Thomas E. Brew, Jr., Thomas B. Doherty and Roger
M. Barzun jointly and severally his true and lawful attorneys-in-fact and agents
with full powers of substitution for him and in his name, place and stead in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto and all documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents and
each of them full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises as fully as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or substitutes
may lawfully do or cause to be done by virtue thereof.
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.
Signatures Title Date
Chairman of the Board of Directors May 2, 1997
/s/ Thomas E. Brew, Jr. President & Chief Executive Officer
-------------------------------
Thomas E. Brew, Jr.
Chief Financial Officer, Vice May 2, 1997
President of Finance & Treasurer
/s/ Thomas B. Doherty (principal accounting and financial
------------------------------- officer)
Thomas B. Doherty
Chief Technology Officer, May 2, 1997
/s/ Raymond C. Kurzweil Director
-------------------------------
Raymond C. Kurzweil
May 2, 1997
/s/ Steven F. Kaplan Director
-------------------------------
Steven F. Kaplan
May 2, 1997
/s/ William R. Lonergan Director
-------------------------------
William R. Lonergan
May 2, 1997
/s/ David R. A. Steadman Director
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David R. A. Steadman
May 2, 1997
/s/ James W. Storey Director
-------------------------------
James W. Storey
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Number
5 Opinion of Roger M. Barzun as to the legality of the shares being II-7
registered.
23.1 Consent of Ernst & Young LLP II-8
23.2 Consent of Arthur Andersen LLP II-9
23.3 Consent of Roger M. Barzun (included in Exhibit 5).
24 Power of Attorney (included on Page II-5).
EXHIBIT 5
ROGER M. BARZUN
ATTORNEY AT LAW
60 HUBBARD STREET
CONCORD, MASSACHUSETTS 01742
TELEPHONE: (508) 287-4275
FACSIMILE: (508) 287-4276
May 2, 1997
Kurzweil Applied Intelligence, Inc.
411 Waverley Oaks Road
Waltham, Massachusetts 02154
Dear Sir/Madam:
I am General Counsel of Kurzweil Applied Intelligence, Inc. (the "Company") and
in that capacity, this opinion is delivered to you in connection with the
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about May 5, 1997 on behalf of
the Company, under the Securities Act of 1933 relating to 700,000 shares in the
aggregate of the common stock, $0.01 par value per share, (the "Common Stock")
of the Company issuable under the Company's 1995 Stock Option Plan and the
Non-Employee Director Stock Option Plan (the "Plans").
I am familiar with the Company's Amended and Restated Certificate of
Incorporation, By-Laws and its corporate minute book as well as the Registration
Statement. I have also examined such other documents, records and certificates
and made such further investigation as I have deemed necessary for the purposes
of this opinion.
Based upon and subject to the foregoing, I am of the opinion that the shares of
Common Stock to be sold by the Company pursuant to the Option Agreements in the
form in effect on the date hereof, when issued against receipt of the agreed
purchase price therefor and in conformity with the terms and conditions of the
Plans, will be duly authorized, validly issued, fully paid and non-assessable.
I understand that this opinion is to be used in connection with the Registration
Statement and accordingly I consent to the filing of this opinion as an exhibit
to the Registration Statement. I further consent to the reference to me in Item
5 ("Interests of Named Experts and Counsel") of Part II of the Registration
Statement
Very truly yours,
/s/ Roger M. Barzun
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Kurzweil Applied Intelligence, Inc. of our report dated March 29,
1996 except for Note 3, as to which the date is May 9, 1996 with respect to the
balance sheet at January 31, 1996 and the related statements of operation,
stockholders' equity, and cash flows for the years ended January 31, 1996 and
1995 included in the Annual Report on Form 10-KSB of Kurzweil Applied
Intelligence, Inc. for the fiscal year ended January 31, 1997.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
April 30, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 for Kurzweil Applied
Intelligence, Inc. of our report dated March 21, 1997 (except with respect to
the matter discussed in Note 3 as to which the date is April 14, 1997) included
in the Annual Report on Form 10-KSB of Kurzweil Applied Intelligence, Inc. for
the fiscal year ended January 31, 1997 and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
May 1, 1997