SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Tech/Ops Sevcon, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2985631
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
155 Northboro Road, Southborough, Massachusetts, 01772
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(Address of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
Paul A. McPartlin Treasurer and Chief Financial Officer
Tech/Ops Sevcon, Inc. 155 Northboro Road, Southborough, MA (508) 281-5510
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(Name, Address and Telephone Number of Agent for Service)
with copies to:
David R. Pokross, Jr., Esq.
Palmer & Dodge LLP 111 Huntington Avenue Boston, Massachusetts 02199
(617) 239-0100
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate offering registration
be registered (1)(2) per share(3) price(3) fee
Common Stock, 150,000 $4.33 $649,500 $59.75
$0.10 par value shares
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(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 may be declared at any time by the Board of
Directors while this registration statement is in effect, this registration
statement is hereby deemed to cover all such additional shares of common stock.
(2) This registration statement registers an additional 150,000 shares
issuable under our 1996 Equity Incentive Plan. We have previously registered
200,000 shares (File No. 33-42960), and 100,000 shares (File No. 333-02113)
under this Plan.
(3) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rules 457(c) and 457(h) based upon the average of the high
and low prices on April 23, 2003 as reported by the American Stock Exchange.
Statement Regarding Incorporation By Reference From Effective Registration
Statement.
The contents of the Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on September 25, 1991 (File No. 33-
42960) relating to the registration of 200,000 shares of the Registrant's common
stock, $0.10 par value per share (the "Common Stock") and the Registrant's
Registration Statement on Form S8 filed with the Commission on April 1, 1996
(File No. 333-02113) relating to the registration of 100,000 shares of the
Registrant?s Common Stock authorized for issuance pursuant to the Registrant's
1996 Equity Incentive Plan (the "Plan"), are incorporated by reference in their
entirety in this Registration Statement, except as to the items set forth below.
This Registration Statement provides for the registration of an additional
150,000 shares of the Registrant's Common Stock to be issued pursuant to the
Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit Index on page 5.
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 Southborough, MA, on April 24, 2003.
TECH/OPS SEVCON, INC.
By: /s/ Paul A. McPartlin
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Paul A. McPartlin
Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
We, the undersigned officers and directors of the Company, hereby
severally constitute and appoint Paul A. McPartlin and David R. Pokross, Jr.,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-8 (including preand posteffective amendments and
registration statements filed pursuant to Rule 462(b) under the Securities Act),
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneysinfact may do or cause to be done by
virtue hereof.
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.
Signature Title Date
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/s/ Matthew Boyle President, Chief Executive Officer April 24, 2003
----------------- and Director (Principal Executive Officer)
Matthew Boyle
/s/ Paul A. McPartlin Vice President and Chief Financial Officer April 24, 2003
----------------- (Principal Financial and Accounting Officer)
Paul A. McPartlin
/s/ Paul B. Rosenberg Director April 24, 2003
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Paul B. Rosenberg
/s/ Marvin G. Schorr Director April 24, 2003
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Marvin G. Schorr
/s/ Bernard F. Start Director April 24, 2003
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Bernard F. Start
/s/ David R. Steadman Director April 24, 2003
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David R. Steadman
/s/ C. Vincent Vappi Director April 24, 2003
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C. Vincent Vappi
Exhibit Index
Exhibit
Number Description of Exhibit
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5 Opinion of Palmer & Dodge LLP.
23.1 Consent of Grant Thornton LLP, Independent Certified Public
Accountants.
Consent of Arthur Andersen LLP is not available as they have
discontinued operations.
23.2 Consent of Palmer & Dodge LLP. Included in Exhibit 5.
24 Power of Attorney. Contained on the signature page hereto.
After reasonable efforts, the registrant has not been able to obtain the
consent of Arthur Andersen LLP to the incorporation by reference of their report
in this Registration Statement, and the Registrant has dispensed with the
requirement under Section 7 of the Securities Act to file their consent in
reliance on Rule 437(a) promulgated under the Securities Act. Because Arthur
Andersen LLP has not consented to the incorporation by reference of their
report in this Registration Statement, you will not be able to recover against
Arthur Andersen LLP under Section 11 of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen LLP incorporated by reference herein or any omissions to state
a material fact required to be stated therein.
Exhibit 5
PALMER & DODGE LLP
111 Huntington Avenue at Prudential Center
Boston, Massachusetts 02199-7613
Telephone: (617) 239-0100 Facsimile: (617) 227-4420
April 24, 2003
Tech/Ops Sevcon, Inc.
155 Northboro Road
Southborough, MA 01772
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Tech/Ops Sevcon,
Inc. (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on or about the date hereof.
The Registration Statement relates to an additional 150,000 shares of the
Company's Common Stock, $0.10 par value per share (the "Shares"), issuable
pursuant to the provisions of the Company?s 1996 Equity Incentive Plan, as
amended (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 of the 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 and paid
for in accordance with the terms of the Plan and the options or other rights
granted thereunder, the Shares will be validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
PALMER & DODGE LLP
Exhibit 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated November 13, 2002, accompanying the
consolidated financial statements and schedule included in the Annual Report
of Tech/ Ops Sevcon, Inc. on Form 10-K for the year ended September 30, 2002.
We hereby consent to the incorporation by reference of said report in this
registration statement on Form S-8 of Tech/Ops Sevcon, Inc. for its 1996 Equity
Incentive Plan.
/s/ GRANT THORNTON LLP
Boston Massachusetts
April 24, 2003