-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzZPdIcWANcb1NDyv8/vSP3rX1S2YbA51qPzLnA84jJR7sUUZurRDk3BRmtTwaKT EqpMV+GiO674TPnFH0mdlQ== 0000950137-97-000954.txt : 19970310 0000950137-97-000954.hdr.sgml : 19970310 ACCESSION NUMBER: 0000950137-97-000954 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970307 EFFECTIVENESS DATE: 19970307 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22993 FILM NUMBER: 97553018 BUSINESS ADDRESS: STREET 1: 55 E UWCHLAN AVE STREET 2: STE 204 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 55 EAST UWCHLAN AVE STREET 2: STE 201 CITY: EXTON STATE: PA ZIP: 19341 S-8 1 FORM S-8 REGISTRATION STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 KENSEY NASH CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-3316412 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 55 EAST UWCHLAN AVENUE, SUITE 204, EXTON, PENNSYLVANIA 19341 (Address of Principal Executive Offices including Zip Code) KENSEY NASH CORPORATION FIRST AMENDED AND RESTATED EMPLOYEE INCENTIVE COMPENSATION PLAN KENSEY NASH CORPORATION FIRST AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full title of plans) JOSEPH W. KAUFMANN Chief Executive Officer, President and Chief Financial Officer 55 East Uwchlan Avenue, Suite 204, Exton, Pennsylvania 19341 (610) 524-0188 (Name, address and telephone number of agent for service) With copies to: DAVID R. SHEVITZ, P.C. DAVID J. KAUFMAN Katten Muchin & Zavis 525 West Monroe Street Suite 1600 Chicago, Illinois 60661 (312) 902-5200 CALCULATION OF REGISTRATION FEE
======================================================================================================================== Proposed maximum Title of securities offering price Proposed maximum Amount of to be registered Amount to be registered(1) per share aggregate offering price registration fee ------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.001 par value 330,000 shares $12.75(2) $4,207,500.00(2) $1,275.00 ========================================================================================================================
(1) Includes an indeterminate number of shares of Kensey Nash Corporation Common Stock that may be issuable by reason of stock splits, stock dividends or similar transactions. (2) The amounts are based upon the high and low sales prices of Kensey Nash Corporation Common Stock as reported on The Nasdaq Stock Market on March 4, 1997 and are used solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. =============================================================================== 2 This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to the Kensey Nash Corporation Employee Incentive Compensation Plan and the Kensey Nash Corporation Non-Employee Directors' Stock Option Plan is effective. Accordingly, pursuant to General Instruction E of Form S-8, the Registration Statement on Form S-8 (File No. 333-04093) filed by the Registrant with the Securities and Exchange Commission on May 20, 1996 is hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed with the SEC by the Company are incorporated in this Registration Statement by reference: 1. The Company's Annual Report on Form 10-K for the year ended June 30, 1996; 2. The Company's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996 and December 31, 1996; 3. The description of the Company's Common Stock,$.001 par value (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A filed October 31,1995 pursuant to Section 12 of the Exchange Act, including any subsequent amendments thereto and any reports filed for the purpose of updating such descriptions; and 4. The Company's Registration Statement on Form S-8 (File No. 333-04093) under the Securities Act, filed May 20, 1996. In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. 1 3 ITEM 8. EXHIBITS. 4.1(1) Second Amended and Restated Certificate of Incorporation of the Registrant. 4.2(2) Amended and Restated By-laws of the Registrant. 4.3(3) Kensey Nash Corporation First Amended and Restated Non-Employee Directors Stock Option Plan. 4.4(4) Kensey Nash Corporation First Amended and Restated Employee Incentive Compensation Plan. 5 Opinion of Katten Muchin & Zavis as to the legality of the securities being registered. 23.1 Consent of Deloitte & Touche LLP independent accountants. 23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as Exhibit 5). 24 Power of Attorney (included on the signature page of this Registration Statement). __________________ (1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File Number 33-98722 (the "IPO Registration Statement"). (2) Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the IPO Registration Statement. (3) Incorporated by reference to Exhibit B to the Registrant's Proxy Statement, as amended, filed in connection with its annual meeting held on December 4, 1996. (4) Incorporated by reference to Exhibit A to the Registrant's Proxy Statement, as amended, filed in connection with its annual meeting held on December 4, 1996. 2 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe 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 Exton, State of Pennsylvania, on this 23rd day of January, 1997. Kensey Nash Corporation By: /s/ JOSEPH W. KAUFMANN --------------------------------- Joseph W. Kaufmann Chief Executive Officer, President, Chief Financial Officer and Secretary POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Joseph W. Kaufmann and Douglas G. Evans and, each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, to sign on his behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming each act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 23, 1997.
SIGNATURE TITLE - ------------------------------------------ ------------------------------------------------------------------ /s/ KENNETH R. KENSEY, M.D. --------------------------- Kenneth R. Kensey, M.D. Chairman of the Board /s/ JOHN E. NASH, P.E. -------------------------- John E. Nash, P.E. Vice Chairman of the Board and Executive Vice President /s/ JOSEPH W. KAUFMANN -------------------------- Chief Executive Officer, President, Chief Financial Officer, Joseph W. Kaufmann Secretary and Director (principal executive, financial and accounting officer) /s/ DOUGLAS G. EVANS, P.E. -------------------------- Chief Operating Officer, Assistant Secretary and Director Douglas G. Evans, P.E. /s/ ROBERT J. BOBB -------------------------- Director Robert J. Bobb /s/ HAROLD N. CHEFITZ -------------------------- Director Harold N. Chefitz /s/ WALTER R. MAUPAY, JR. -------------------------- Director Walter R. Maupay, Jr.
3 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ---------------------------------------------------------------- 4.1(1) Second Amended and Restated Certificate of Incorporation of the Registrant. 4.2(2) Amended and Restated By-laws of the Registrant. 4.3(3) Kensey Nash Corporation First Amended and Restated Non-Employee Directors Stock Option Plan. 4.4(4) Kensey Nash Corporation First Amended and Restated Employee Incentive Compensation Plan. 5 Opinion of Katten Muchin & Zavis as to the legality of the securities being registered. 23.1 Consent of Deloitte & Touche LLP independent accountants. 23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as Exhibit 5). 24 Power of Attorney (included on the signature page of this Registration Statement). - --------------------------- (1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File Number 33-98722 (the "IPO Registration Statement"). (2) Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the IPO Registration Statement. (3) Incorporated by reference to Exhibit B to the Registrant's Proxy Statement, as amended, filed in connection with its annual meeting held on December 4, 1996. (4) Incorporated by reference to Exhibit A to the Registrant's Proxy Statement, as amended, filed in connection with its annual meeting held on December 4, 1996. EX-5 2 OPINION OF KATTEN MUCHIN & ZAVIS 1 EXHIBIT 5 March 6, 1997 Kensey Nash Corporation Suite 204 55 East Uwchlan Avenue Exton, Pennsylvania 19341 RE: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for Kensey Nash Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission for the registration for sale under the Securities Act of 1933, as amended, of 330,000 shares of the Company's Common Stock, $.001 par value (the "Common Stock"), which may be issued, in addition to the 930,000 shares of Common Stock previously registered, pursuant to the First Amended and Restated Kensey Nash Corporation Non-Employee Directors' Stock Option Plan (the "Directors' Plan") and the First Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan (the "Employee Plan"). In connection with this opinion, we have also examined and relied upon originals or copies of, certified or otherwise identified to our satisfaction, the following: 1. The Registration Statement; 2. The Second Amended and Restated Certificate of Incorporation of the Company; 3. The Amended and Restated By-Laws of the Company; 4. Resolutions duly adopted by the Board of Directors of the Company relating to the adoption of the Directors' Plan and the Employee Plan; 5. The Directors' Plan and the Employee Plan (collectively, the "Option Plans"); 6. Certificates of public officials, certificates of officers, representatives and agents of the Company, and we have assumed that all of the representations contained therein are accurate and complete; and 7. Such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion. In connection with this opinion, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. We have further assumed that all natural persons involved in the transactions contemplated by the Registration 2 Kensey Nash Corporation March 6, 1997 Page 2 Statement (the "Offering") have sufficient legal capacity to enter into and perform their respective obligations and to carry out their roles in the Offering. Based upon the foregoing, we are of the opinion that the 330,000 shares of Common Stock issuable under the Option Plans, when issued and delivered by the Company in accordance with the terms of the respective Option Plans, will be validly issued, fully paid and nonassessable securities of the Company. Our opinion expressed above is limited to the laws of the United States of America and the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law. In addition, we express no opinion herein concerning any statutes, ordinances, administrative decisions, rules or regulations of any county, town, municipality or special political subdivision (whether created or enabled through legislative action at the federal, state or regional level). This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. We hereby consent to the use of this opinion for filing as Exhibit 5 to the Registration Statement. Very truly yours, KATTEN MUCHIN & ZAVIS EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Kensey Nash Corporation (the "Company") on Form S-8 of our report dated August 6, 1996, appearing in the Annual Report on Form 10-K of Kensey Nash Corporation for the year ended June 30, 1996. DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania March 5, 1997 -----END PRIVACY-ENHANCED MESSAGE-----