CPS TECHNOLOGIES CORP/DE/ — Registration Form 2005

Nov 10, 2005

S-8 1 s8sip1999.htm FORM S-8

As filed with the Securities and Exchange Commission on November 10, 2005

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ceramics Process Systems Corporation (Exact Name of Registrant as Specified in Its Charter)

Delaware	04-2832409
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
111 South Worcester Street, P.O. Box 338 Chartley, MA	02712-0338
(Address of Principal Executive Offices)	(Zip Code)

1999 Stock Incentive Plan

(Full Title of the Plan)

Grant C. Bennett 111 South Worcester Street, P.O. Box 338 Chartley, MA 02712-0338

(Name and Address of Agent For Service)

(508) 222-0614

(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	1,250,000 shares	$0.54 - $1.00 (2)	$ 766,425 (2)	$ 90.21

(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) 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 (a) $0.54, the weighted average exercise price of the 1,051,250 shares subject to outstanding stock option grants under the 1999 Stock Incentive Plan, at prices ranging from $0.18 to $1.53, and (b) the average of the bid and asked prices of the Registrant`s Common Stock on November 7, 2005, in accordance with Rule 457(c) of the Securities Act of 1933, as amended, for the 198,750 shares issuable under the 1999 Stock Incentive Plan which are not subject to outstanding options.

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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 Chartley, MA on this 10th day of November, 2005.

CERAMICS PROCESS SYSTEMS CORPORATION

By: /s/ Grant C. Bennett Grant C. Bennett President, Chief Executive Officer and Treasurer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Ceramics Process Systems Corporation, hereby severally constitute and appoint Grant C. Bennett our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Ceramics Process Systems Corporation 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 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 dates indicated.

Signature	Title	Date
/s/ Grant C. Bennett Grant C. Bennett	President, Chief Executive Officer, Treasurer and Director (Principal executive officer, principal financial and principal accounting officer)	November 10, 2005
/s/ H. Kent Bowen H. Kent Bowen	Director	November 10, 2005
/s/ Francis J. Hughes, Jr. Francis J. Hughes, Jr.	Director	November 10, 2005

INDEX TO EXHIBITS

Number	Description
4.1 (1)	Restated Certificate of Incorporation of the Registrant
4.2 (2)	By-Laws of the Registrant
5	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2	Consent of Wolf & Company, PC
23.3	Consent of Sansiveri, Kimball & McNamee, L.L.P. relating to consolidated financial statements for the year ended December 27, 2003
23.4	Consent of Sansiveri, Kimball & McNamee, L.L.P. relating to consolidated financial statements for the year ended December 28, 2002
24	Power of attorney (included on the signature pages of this registration statement)

(1) Incorporated by reference to Exhibit 3 to the Registrants Registration Statement on Form 8-A (File No. 0-16088). (2) Incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-1 (File No. 33-14616).