-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HLecNfXLTcjsBoMSBLVKKVzU1AVAoe00ufTfvc/rNGr0R1WLfOoeh5jXfJzJXnJu Ujj9pp/Qka+YuDzWoAm0OA== 0000950123-94-000981.txt : 19940527 0000950123-94-000981.hdr.sgml : 19940527 ACCESSION NUMBER: 0000950123-94-000981 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940526 EFFECTIVENESS DATE: 19940614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SURGICAL CORP CENTRAL INDEX KEY: 0000101788 STANDARD INDUSTRIAL CLASSIFICATION: 3841 IRS NUMBER: 132518270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53825 FILM NUMBER: 94530782 BUSINESS ADDRESS: STREET 1: 150 GLOVER AVE CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038451000 MAIL ADDRESS: STREET 1: 150 GLOVER AVENUE CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: AUTO SUTURE SURGICAL CORP DATE OF NAME CHANGE: 19700507 S-8 1 UNITED STATES SURGICAL CORPORATION FORM S-8 1 REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNITED STATES SURGICAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-2518270 (State or other jurisdiction (I.R.S. Employer of organization or incorporation) Identification No.) 150 GLOVER AVENUE, NORWALK, CONNECTICUT 06856 (Address of principal executive offices) (Zip Code) 1993 EMPLOYEE STOCK OPTION PLAN (FULL TITLE OF THE PLAN) Donald F. Crane, Jr. Senior SEC Counsel United States Surgical Corporation 150 Glover Avenue Norwalk, Connecticut 06856 (Name and address of agent for service) (203) 845-1000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE* PRICE* FEE - ---------------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE $.10 PER SHARE 1,500,000 SHARES $17.75 $26,625,000 $9,181.03 - ----------------------------------------------------------------------------------------
*Estimated pursuant to Rule 457 only for purposes of calculating the registration fee, based upon the average of the high and low price per share on May 23, 1994, as reported in the composite reporting system for New York Stock Exchange listed issues. 2 This registration statement relates to the registration of additional securities of the same class for which a registration statement filed on Form S-8 relating to the 1993 Employee Stock Option Plan is effective. The contents of the earlier registration statement (Registration No. 33-59278; commission file number 1-9776) are incorporated by reference in this registration statement. ITEM 8. EXHIBITS. (5) Opinion of Donald F. Crane, Jr.* (15) Letter re unaudited interim financial information.* (23)(a) Consent of Deloitte & Touche.* (b) Consent of Donald F. Crane, Jr. (included in Exhibit 5). (24) Powers of Attorney.* *Filed herewith 3 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 the City of Norwalk, State of Connecticut, on May 25, 1994. UNITED STATES SURGICAL CORPORATION By /s/ Thomas R. Bremer ---------------------------------------- Thomas R. Bremer Senior Vice President and General Counsel 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 --------- ----- ---- * Chairman of the Board, President, May 25, 1994 - ------------------------------------- Chief Executive Officer and Director Leon C. Hirsch (Principal Executive Officer) * Director May 25, 1994 - ------------------------------------- John A. Bogardus, Jr. /s/ Thomas R. Bremer Director May 25, 1994 - -------------------------------------- Thomas R. Bremer * Director May 25, 1994 - ------------------------------------- Turi Josefsen * Director May 25, 1994 - ------------------------------------- Douglas L. King Director - ------------------------------------- Zanvyl Krieger * Director May 25, 1994 - ------------------------------------- Bruce S. Lustman * Director May 25, 1994 - ------------------------------------- William F. May * Director May 25, 1994 - ------------------------------------- Marianne Scipione * Director May 25, 1994 - ------------------------------------- Douglas T. Tansill * Senior Vice President, Finance May 25, 1994 - ------------------------------------- and Chief Financial Officer Howard M. Rosenkrantz (Principal Financial Officer) * Vice President and Controller May 25, 1994 - ------------------------------------- (Principal Accounting Officer) Joseph C. Scherpf
* By power of Attorney 4 EXHIBIT INDEX Exhibit No. Item Location - ------------ ---- -------- 5 Opinion of Donald F. Crane, Jr. 15 Letter re unaudited interim financial information 23(a) Consent of Deloitte & Touche 24 Power of Attorney EX-5 2 OPINION OF DONALD F. CRANE JR. 1 EXHIBIT NO. 5 2 May 25, 1994 United States Surgical Corporation 150 Glover Avenue Norwalk, Connecticut 06856 Dear Sirs: I refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by United States Surgical Corporation, a Delaware corporation (the "Company"), on or about the date hereof with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,500,000 shares of the Company's common stock, par value $.10 per share (the "Common Stock"), for issuance on the exercise of stock options granted pursuant to the Company's 1993 Employee Stock Option Plan (the "Plan"). I am familiar with the Certificate of Incorporation and By-laws of the Company and have examined copies of the Plan, the resolutions adopted by the Company's Board of Directors with respect to the Plan and originals or copies, certified or otherwise identified to my satisfaction, of such other instruments, and have made such other investigations of law and fact, as I have deemed necessary or appropriate for the purposes of this opinion. Based upon the foregoing, it is my opinion that the 1,500,000 shares of Common Stock authorized for issuance pursuant to the Plan have been duly authorized and, when issued in accordance with the Plan and upon payment of the purchase price therefor, will be validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion in the Registration Statement. Very truly yours, Donald F. Crane, Jr. Senior SEC Counsel EX-15 3 LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION 1 EXHIBIT NO. 15 2 May 24, 1994 United States Surgical Corporation 150 Glover Avenue Norwalk, CT 06856 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of United States Surgical Corporation and subsidiaries for the three-month periods ended March 31, 1994 and 1993 as indicated in our report dated April 22, 1994; because we did not perform an audit, we expressed on opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 is being incorporated by reference in this Registration Statement on Form S-8. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche New York, New York EX-23.A 4 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT NO. 23(a) 2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of United States Surgical Corporation on Form S-8 of our report dated February 1, 1994 except as to Notes H, K and L, as to which the date is March 28, 1994, appearing in the Annual Report on Form 10-K of United States Surgical Corporation for the year ended December 31, 1993. /s/ Deloitte & Touche New York, New York May 24, 1994 EX-24 5 POWER OF ATTORNEY 1 EXHIBIT NO. 24 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of UNITED STATES SURGICAL CORPORATION, a Delaware corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, (the "Act") of a Registration Statement on Form S-8 with respect to the registration under the Act of 1,500,000 shares of the Company's common stock, par value $.10 per share, issuable on exercise of stock options which may be awarded pursuant to the Company's 1993 Employee Stock Option Plan, hereby constitutes and appoints Thomas R. Bremer and Howard M. Rosenkrantz such undersigned's true and lawful attorneys-in-fact and agents, and each of them with full power to act without the other as such undersigned's true and lawful attorney-in-fact and agent, for and in the name, place and stead of such undersigned, in any and all capacities, to sign said Registration Statement and any and all future amendments thereto and to file said Registration Statement and each such future amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such undersigned might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents, or either or them, may lawfully do or cause to be done by virtue hereof. 3 IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals this 18th day of May, 1994. /s/ Leon C. Hirsch /s/ Douglas L. King - ------------------------------------- --------------------------------- Leon C. Hirsch Douglas L. King Chairman of the Board, President, Director Chief Executive Officer and Director (Principal Executive Officer) /s/ John A. Bogardus /s/ William F. May - ------------------------------------- --------------------------------- John A. Bogardus William F. May Director Director /s/ Thomas R. Bremer /s/ Marianne Scipione - ------------------------------------- --------------------------------- Thomas R. Bremer Marianne Scipione Director Director /s/ Howard M. Rosenkrantz /s/ Douglas T. Tansill - ------------------------------------- --------------------------------- Howard M. Rosenkrantz Douglas T. Tansill Senior Vice President, Finance, Director Chief Financial Officer (Principal Financial Officer) /s/ Turi Josefsen /s/ Joseph C. Scherpf - ------------------------------------- --------------------------------- Turi Josefsen Joseph C. Scherpf Director Vice President and Controller (Principal Accounting Officer) /s/ Bruce S. Lustman - ------------------------------------- Bruce S. Lustman Director
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