-----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, AoGulaGYuQtjMxId//5ONwa9QxJc2OT0zSY3BJ0/wv1dtLPdeFlPVuvvXodB2Hio mHV9zCgHd6UMF/zCgGC6Lw== 0000950123-97-004946.txt : 19970612 0000950123-97-004946.hdr.sgml : 19970612 ACCESSION NUMBER: 0000950123-97-004946 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970611 EFFECTIVENESS DATE: 19970611 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SURGICAL CORP CENTRAL INDEX KEY: 0000101788 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [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: 333-28963 FILM NUMBER: 97622270 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 U.S. SURGICAL CORP: '93 EMPLOYEE STOCK OPTION PLAN 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 (Zip Code) executive offices) 1993 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) Thomas R. Bremer Senior Vice President and General Counsel United States Surgical Corporation 150 Glover Avenue Norwalk, Connecticut 06856 (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 2,000,000 SHARES $33.25 $66,500,000 $20,151.52 - -----------------------------------------------------------------------------------------------------------------
* 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 June 5, 1997, as reported by the New York Stock Exchange. There are also registered hereunder such additional indeterminate number of shares as may be issued as a result of the adjustment provisions of the Plan. This registration statement relates to the registration of additional securities of the same class for which registration statements filed on Form S-8 relating to the 1993 Employee Stock Option Plan (Registration No. 33-59278 and Registration No. 33-53825) are effective. The contents of the earlier registration statements (Registration No. 33-59278 and Registration No. 33-53825: Commission file number 1-9776) are incorporated by reference in this registration statement. 2 Item 8. Exhibits. (4) (a) Certificate of Incorporation filed March 14, 1990. Exhibit 3 (a) to registrant's Form 8-B declared effective August 3, 1990.* (b) 1993 Employee Stock Option Plan filed with registrant's Form 10-K for the year ending December 31,1996.* (5) Opinion of Thomas R. Bremer - Filed herewith. (15) Letter re unaudited interim financial informtion - Filed herewith. (23) (a) Consent of Deloitte & Touche LLP- Filed herewith. (b) Consent of Thomas R. Bremer - Included in Exhibit 5. (24) Power of Attorney- Filed herewith. - ------------------------------- * Previously filed as indicated and incorporated by reference. Exhibits incorporated by reference are located in S.E.C. File No. 1- 9776. - ------------------------------- 3 SIGNATURES Pursuant to the Requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 the 10th day of June, 1997. UNITED STATES SURGICAL CORPORATION (Registrant) 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 below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- * _____________________ Chairman of the Board, June 10, 1997 (Leon C. Hirsch) and Chief Executive Officer (Principal Executive Officer) and Director *______________________ Director June 10, 1997 (Julie K. Blake) *______________________ Director June 10, 1997 (John A. Bogardus, Jr.) *_______________________ Director June 10, 1997 (Thomas R. Bremer) *_______________________ Director June 10, 1997 (Turi Josefsen) *_______________________ Director June 10, 1997 (Douglas L. King) *_______________________ Director June 10, 1997 (William F. May) _______________________ Director (James R. Mellor) *_______________________ Director June 10, 1997 (Barry D. Romeril) *_______________________ Director June 10, 1997 (Howard M. Rosenkrantz) 2 4 SIGNATURE TITLE DATE - --------- ----- ---- *_______________________ Director June 10, 1997 (Marianne Scipione) *_______________________ Director June 10, 1997 (John R. Silber) *_______________________ Senior Vice President and June 10, 1997 (Richard A. Douville) Chief Financial Officer (Principal Financial Officer) *_______________________ Vice President and Controller June 10, 1997 (Joseph C. Scherpf) (Principal Accounting Officer) *By Power of Attorney 3 5 EXHIBIT INDEX Exhibit No. Item Location 5 Opinion of Thomas R. Bremer 15 Letter re unaudited interim financial information 23(a) Consent of Deloitte & Touche LLP 24 Power of Attorney EX-5 2 OPINION OF THOMAS R. BREMER 1 EXHIBIT NO. 5 2 June 10, 1997 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 2,000,000 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 2,000,000 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, Thomas R. Bremer Senior Vice President and General Counsel EX-15 3 LETTER RE: UNAUDITED INTERIM FINANCIAL INFO 1 EXHIBIT NO. 15 2 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 consolidated financial information of United States Surgical Corporation and subsidiaries for the periods ended March 31, 1997 and 1996, as indicated in our report dated April 15, 1997; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 is being used in this registration statement. 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. Deloitte & Touche LLP Stamford, Connecticut June 11, 1997 EX-23.A 4 CONSENT OF DELOITTE & TOUCHE LLP 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 January 21, 1997, appearing in the Annual Report on Form 10-K on page F-2 of United States Surgical Corporation for the year ended December 31, 1996. DELOITTE & TOUCHE LLP Stamford, Connecticut June 11, 1997 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 2,600,000 shares of the Company's common stock, par value $.10 per share, issuable under the Company's 1993 Employee Stock Option Plan, hereby constitutes and appoints Thomas R. Bremer and Richard A. Douville 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 4th day of February, 1997. /s/Leon C. Hirsch /s/William F. May - ------------------------------- -------------------------------- Leon C. Hirsch William F. May Chairman of the Board and Director Chief Executive Office and Director (Principal Executive Officer) /s/Howard M. Rosenkrantz -------------------------------- /s/Julie K. Blake Howard M. Rosenkrantz - -------------------------------- Director Julie K. Blake Director /s/Marianne Scipione -------------------------------- /s/John A. Bogardus Marianne Scipione - -------------------------------- Director John A. Bogardus Director /s/Barry D. Romeril -------------------------------- /s/Thomas R. Bremer Barry D. Romeril - -------------------------------- Director Thomas R. Bremer Director /s/John R. Silber -------------------------------- /s/Turi Josefsen John R. Silber - -------------------------------- Director Turi Josefsen Director /s/Richard A. Douville -------------------------------- /s/Douglas L. King Richard A. Douville - -------------------------------- Senior Vice President and Douglas L. King Chief Financial Officer Director (Principal Financial Officer) /s/Joseph C. Scherpf -------------------------------- Joseph C. Scherpf Vice President and Controller (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----