As filed with the Securities and Exchange Commission on September 27, 2005
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SPIRE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2457335
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of Principal Executive Offices) (Zip Code)
SPIRE CORPORATION 1996 EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
Roger G. Little
Chairman of the Board, Chief Executive Officer and President
Spire Corporation
One Patriots Park
Bedford, Massachusetts 01730-2396
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(Name and Address of Agent for Service)
(781) 275-6000
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered Registered(1) offering price per share aggregate offering price registration fee
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Common Stock, $0.01 900,000 Shares(2) $4.28 - $10.15(3) $6,813,268.25(3) $801.92
par value per share
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional securities
that may from time to time be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Consists of (i) 395,525 shares reserved for issuance upon the exercise of
outstanding options granted under the Spire Corporation 1996 Equity Incentive
Plan (the "Plan") and (ii) 504,475 shares available for future grants under the
Plan. These shares have previously been approved for issuance under the Plan by
the Registrant's board of directors and stockholders.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended. The price
per share and aggregate offering price are calculated on the basis of (i) with
respect to the 395,525 shares reserved for issuance upon the exercise of
outstanding options granted under the Plan, the weighted average exercise price
of $4.28 per share and (ii) with respect to the 504,475 shares available for
future grants under the Plan, the average of the high and low sale prices of the
Registrant's Common Stock on the Nasdaq National Market on September 22, 2005
($10.15), in accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E of Form S-8, Spire Corporation (the
"Registrant") hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (No. 333-22223) as previously filed with the
Securities and Exchange Commission on February 21, 1997. This Registration
Statement is being filed to register an additional 900,000 shares of the
Registrant's Common Stock that may be issued under the Spire Corporation 1996
Equity Incentive Plan.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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 Boston, Massachusetts, on this 27th day of September, 2005.
SPIRE CORPORATION
By: /s/ Roger G. Little
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Chairman of the Board, Chief
Executive Officer and President
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.
/s/ Roger G. Little Chairman of the Board, Chief September 27, 2005
--------------------------- Executive Officer and President
Roger G. Little (Principal Executive Officer)
/s/ James F. Parslow Chief Financial Officer September 27, 2005
--------------------------- (Principal Financial Officer
James F. Parslow and Principal Accounting Officer)
/s/ Udo Henseler Director September 27, 2005
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Udo Henseler
/s/ David R. Lipinski Director September 27, 2005
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David R. Lipinski
/s/ Mark C. Little Chief Executive Officer, Spire September 27, 2005
--------------------------- Biomedical and Director
Mark C. Little
/s/ Michael J. Magliochetti Director September 27, 2005
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Michael J. Magliochetti
/s/ Guy L. Mayer Director September 27, 2005
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Guy L. Mayer
/s/ Roger W. Redmond Director September 27, 2005
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Roger W. Redmond
EXHIBIT INDEX
NO. DESCRIPTION
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5.1 Opinion of Greenberg Traurig, LLP, counsel to the Registrant.
23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1).
23.2 Independent Registered Public Accounting Firm's Consent