As filed with the Securities and Exchange Commission on September 11, 2002 REGISTRATION STATEMENT NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 VICOR CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 25 FRONTAGE ROAD ANDOVER, MA 01810 DELAWARE (978) 470-2900 04-2742817 (STATE OF INCORPORATION) (ADDRESS OF REGISTRANT'S (I.R.S. EMPLOYER PRINCIPAL EXECUTIVE OFFICES) IDENTIFICATION NO.) VICOR CORPORATION AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN (FULL TITLE OF THE PLANS) PATRIZIO VINCIARELLI CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER VICOR CORPORATION 25 FRONTAGE ROAD ANDOVER, MA 01810 (978) 470-2900 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) WITH COPY TO: PAUL W. LEE, P.C. GOODWIN PROCTER LLP EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 (617) 570-1000 CALCULATION OF REGISTRATION FEE ====================================================================================================================== Title of Securities Amounts to be Proposed Maximum Proposed Maximum Amount of Being Registered Registered Offering Price Per Aggregate Offering Registration Fee Share Price - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock, par value 2,000,000 shares (1) $7.31 (2) $14,620,000 (2) $1,346 $0.01 per share ====================================================================================================================== (1) Plus such additional number of shares as may be required pursuant to the Amended and Restated 2000 Stock Option and Incentive Plan in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event. (2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of determining the registration fee. This registration fee is based upon the market value of outstanding shares of Vicor Corporation's common stock on September 5, 2002, utilizing the average of the high and low sale prices as reported on the Nasdaq Stock Market. ================================================================================
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement on Form S-8 relates to 2,000,000 additional shares of common stock, $0.01 par value (the "Common Stock"), of Vicor Corporation (the "Company"), which may be issued under the Company's Amended and Restated 2000 Stock Option and Incentive Plan (the "Plan"). The Company hereby 0incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-44790, filed with the Securities and Exchange Commission (the "Commission") on August 30, 2000, relating to 2,000,000 shares of Common Stock issuable pursuant thereto. The total number of shares of Common Stock issuable pursuant to the Plan is now 4,000,000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference the documents listed in (a) through (d) below, which have been previously filed with the Commission. (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002; (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002; and (d) The description of the Company's Common Stock contained in its registration statement on Form 10, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, all documents subsequently filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. ITEM 8. EXHIBITS The exhibits listed below represent a complete list of exhibits filed or incorporated by reference as part of this registration statement. 5.1 Opinion of Goodwin Procter LLP, as to the legality of the securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included on signature page of this registration statement). 99.1 Vicor Corporation Amended and Restated 2000 Stock Option and Incentive Plan (incorporated by reference to Exhibit A of the Company's Proxy Statement for use in connection with its 2002 Annual Meeting of Stockholders, which was filed with the Commission on April 29, 2002).
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Andover, the Commonwealth of Massachusetts, on this 6th day of September, 2002. VICOR CORPORATION By: /s/ Patrizio Vinciarelli --------------------------- Patrizio Vinciarelli Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Patrizio Vinciarelli and Mark A. Glazer acting together or singularly, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, (i) to sign any and all amendments (including post-effective amendments) to this Registration Statement and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission under the Securities Act. The undersigned hereby ratifies and confirms all that such attorney-in-fact or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE(S) DATE - --------- -------- ---- /s/ Patrizio Vinciarelli - -------------------------------- Patrizio Vinciarelli Chairman of the Board, President and Chief September 6, 2002 Executive Officer (Principal Executive Officer) /s/ Mark A. Glazer - -------------------------------- Mark A. Glazer Chief Financial Officer, Treasurer and September 6, 2002 Secretary (Principal Financial and Accounting Officer) /s/ M. Michael Ansour - -------------------------------- M. Michael Ansour Director September 6, 2002 /s/ Estia J. Eichten - -------------------------------- Estia J. Eichten Director September 6, 2002 /s/ Barry Kelleher - -------------------------------- Barry Kelleher Director and Senior Vice President, September 6, 2002 Global Operations
SIGNATURE TITLE(S) DATE - --------- -------- ---- /s/ Jay M. Prager - -------------------------------- Jay M. Prager Director and Senior Vice President, Technology September 6, 2002 /s/ David T. Riddiford - -------------------------------- David T. Riddiford Director September 6, 2002 - -------------------------------- Samuel Anderson Director September 6, 2002
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Goodwin Procter LLP, as to the legality of the securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included on signature page of this registration statement). 99.1 Vicor Corporation Amended and Restated 2000 Stock Option and Incentive Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement for use in connection with its 2002 Annual Meeting of Stockholders, which was filed with the Commission on April 29, 2002).
EXHIBIT 5.1 September 6, 2002 Vicor Corporation 25 Frontage Road Andover, Massachusetts 01810 Re: Vicor Corporation/Registration Statement On Form S-8 ---------------------------------------------------- Ladies and Gentlemen: This opinion is furnished in connection with the registration pursuant to the Securities Act of 1933, as amended (the "Act"), of 2,000,000 additional shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of Vicor Corporation (the "Company") which may be issued pursuant to the Company's Amended and Restated 2000 Stock Option and Incentive Plan (the "Plan"). We have acted as counsel to the Company in connection with the registration of the sale of the Shares under the Act. We have examined the Plan, the Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company; such records of the corporate proceedings of the Company as we deemed material; and such other certificates, receipts, records and documents as we considered necessary for the purposes of this opinion. We are attorneys admitted to practice in the Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States and the Commonwealth of Massachusetts and the general corporation laws of the State of Delaware. Based upon the foregoing, we are of the opinion that upon the issuance and delivery of the Shares, and the receipt of full consideration therefor, in accordance with the terms of the Registration Statement and the Plan, the Shares will be legally issued, fully paid and non-assessable shares of the Company's Common Stock. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Act and applicable requirements of state laws regulating the offer and sale of securities. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and to the use of our name therein. Very truly yours, /s/ Goodwin Procter LLP GOODWIN PROCTER LLP
EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 2,000,000 shares of Common Stock pertaining to the Vicor Corporation Amended and Restated 2000 Stock Option and Incentive Plan of our report dated January 25, 2002, except for the third paragraph of Note 6, as to which the date is February 28, 2002, with respect to the consolidated financial statements and schedule of Vicor Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Boston, Massachusetts September 6, 2002