Bridgeport Machines Inc – ‘S-8’ on 12/18/97

As of:  Thursday, 12/18/97   ·   Effective:  12/18/97   ·   Accession #:  899140-97-794   ·   File #:  333-42577

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement on Form S-8                     6     22K 
 2: EX-5        Opinion of Counsel                                     1      8K 
 3: EX-23.1     Consent of Accountants                                 1      5K 

S-8   —   Registration Statement on Form S-8
Document Table of Contents

S-8
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 As filed with the Securities and Exchange Commission on December 18, 1997

                                                 Registration No. 333-

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 Bridgeport Machines, Inc.
(Exact name of registrant as specified in its charter)

    Delaware                                          06-1169678
---------------------------------                       ----------------------  
(State or other jurisdiction                             (I.R.S. Employer   
of incorporation or organization)                       Identification Number)  

500 Lindley Street
 Bridgeport, Connecticut 06606
----------------------------------------
(Address of Principal Executive Offices)

Bridgeport Machines, Inc. 1994 Non-Employee Director
Stock Option Plan (Amended and Restated as of July 21, 1997)
------------------------------------------------------------
(Full title of the plan)

Walter C. Lazarcheck
Vice President and Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
 Bridgeport Machines, Inc.
500 Lindley Street
 Bridgeport, Connecticut 06606
(203) 367-3651
--------------
 (Name, address and telephone number, including area code,
 of agent for service)

COPY TO:
 William J. Grant, Jr., Esq.
Willkie Farr & Gallagher
 One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000

                                                        [Enlarge/Download Table]

                         CALCULATION OF REGISTRATION FEE                                              

------------------------ ---------------- --------------------- -----------------  -------------------
                                                                Proposed maximum                      
                                          Proposed Maximum      aggregate                             
Title of Securities to   Amount to be     offering price per    offering           Amount of          
be Registered            registered(1)    share(2)              price(2)           registration fee   

------------------------ ---------------- --------------------- -----------------  -------------------
                                                                                                      

Common Stock, $0.01                                                                                   
par value per share      $60,000(1)       $10.875               $652,500            $192.48           


 (1)  Represents the shares issuable under the Bridgeport Machines, Inc.
         1994 Non-Employee Director Stock Option Plan (Amended and Restated as
of July 21, 1997) (the "Plan").                             

     (2)  These calculations have been made solely for the purpose of estimating
        the registration fee pursuant to Rule 457(h). The fee was calculated
      using the average of the high and low price of the Common Stock on
NASDAQ on December 15, 1997.                                

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 PART II

 INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                        

The following documents, filed with the Securities and Exchange Commission (the 
"Commission") by Bridgeport Machines, Inc., a Delaware corporation ("Company"), 
are incorporated herein by reference:                                           

     (a) The Company's Registration Statement on Form S-8,
Registration No. 33-89898, dated March 2, 1995;   

            (b) The Company's Annual Reports on Form 10-K for the fiscal
year ended March 29, 1997;                        

        (c) The Company's Quarterly Reports on Form 10-Q for the
      quarters ended June 28, 1997 and September 27, 1997; and

              (d) The description of Company's common stock, par value $0.01
       per share (the "Common Stock"), which is contained in the
           Prospectus filed with the Company's Registration Statement on
      Form S-1, as amended by Amendment No. 2, pursuant to the
           Securities Act of 1933, as amended (the "Securities Act"), on
          November 14, 1994, under the heading "Description of Capital
               Stock," incorporated by reference into the Company's Registration
              Statement on Form 8-A, filed pursuant to the Securities Exchange
             Act of 1934 (the "Exchange Act"), Registration No. 25102, dated
November 11, 1994.                                

In addition, all documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date  
of this Registration Statement and prior to the filing of a post-effective      
amendment which indicates that all the securities offered hereby have been sold 
or which deregisters all securities then remaining unsold shall be deemed to be 
incorporated herein by reference and to be a part hereof from the date of the   
filing of such documents with the Commission.                                   

Item 8. EXHIBITS                                                                

Exhibit No.                                                                     
-----------                                                                     

5              Opinion of Willkie Farr & Gallagher, counsel to the Company, as  
 to the legality of the securities being registered.

23.1           Consent of Arthur Andersen LLP.                                  

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23.2           Consent of Willkie Farr & Gallagher (contained in                
Exhibit 5).                                       

24             Powers of Attorney (reference is made to the signature           
page).                                            

S-8
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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 the City 
of Bridgeport, State of Connecticut, on the 15th day of December, 1997.         

                                               BRIDGEPORT MACHINES, INC.

                                                  By: /s/ Walter C. Lazarcheck
                                                      ------------------------
                                          Walter C. Lazarcheck
                                        Vice President and
                                             Chief Financial Officer

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 Power of Attorney

Each person whose signature appears below hereby constitutes and appoints Joseph
E. Clancy, Dan L. Griffith and Ralph J. LoStocco and each acting alone, his true
and lawful attorneys-in-fact and agents, with full power of substitution and    
resubstitution, for him and in his name, place and stead, in any and all        
capacities, to sign any or all amendments or supplements to this registration   
statement and to file the same with all exhibits thereto and other documents in 
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing necessary or appropriate to be done with respect to
this registration statement or any amendments or supplements hereto in the      
premises, as fully to all intents and purposes as he might or could do in       
person, hereby ratifying and confirming all that said attorneys-in-fact and     
agents, or their substitute or substitutes, 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                     Capacity                        Date
  ---------                     --------                        ----

/s/ Joseph E. Clancy          Chairman of the Board            December 15, 1997
---------------------------                                                     
Joseph E. Clancy                                                                

/s/ Dan L. Griffith           President, Chief Executive       December 15, 1997
---------------------------   Officer and Director (Principal                   
Dan L. Griffith               Executive Officer)                                

/s/ Walter C. Lazarcheck      Vice President and Chief         December 15, 1997
---------------------------   Financial Officer (Principal                      
Walter C. Lazarcheck          Financial and Principal                           
Accounting Officer) 

/s/ Robert J. Cresci          Director                         December 15, 1997
---------------------------                                                     
Robert J. Cresci                                                                

/s/ Eliot M. Fried            Director                         December 15, 1997
---------------------------                                                     
Eliot M. Fried                                                                  

/s/ Bhikhaji M. Maneckji      Director                         December 15, 1997
---------------------------                                                     
Bhikhaji M. Maneckji                                                            

/s/ Brian P. Murphy           Director                         December 15, 1997
---------------------------                                                     
Brian P. Murphy                                                                 

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 INDEX TO EXHIBITS

Exhibit No.                                                                     
-----------                                                                     

5                     Opinion of Willkie Farr &                                 
Gallagher, counsel to the           
Company, as to the legality of      
the securities being registered.    

23.1                  Consent of Arthur Andersen LLP.                           

23.2                  Consent of Willkie Farr & Gallagher                       
(contained in Exhibit 5).           

24                    Powers of Attorney (reference is made to                  
the signature page).                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		12/18/97		1
		12/15/97		1		5
		9/27/97		2					10-Q
		7/21/97		1
		6/28/97		2					10-Q
		3/29/97		2					10-K
		3/2/95		2
		11/14/94		2
		11/11/94		2
									List all Filings