S-8

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As filed with the Securities and Exchange Commission on March 4, 2004

Registration No. 333-57232

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANTEL MEDICAL CORP.

(Exact name of Registrant as specified in its charter)

Delaware	22-1760285
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
150 Clove Road Little Falls, New Jersey	07424
(Address of principal executive offices)	(Zip Code)

1997 EMPLOYEE STOCK OPTION PLAN
(Additional 500,000 shares covered by the Plan)

STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND
SETH R. SEGEL DATED NOVEMBER 18, 2002
TO PURCHASE 50,000 SHARES

James P. Reilly
Cantel Medical Corp.
150 Clove Road
Little Falls, New Jersey 07424
(Name and address of agent for service)

(973) 890-7220
Telephone number, including area code, of agent for service

Copy to:
Eric W. Nodiff, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, New York 10017
(212) 759-3300

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered	Amount to be Registered		Proposed Maximum Price Per Share*			Proposed Maximum Aggregate Offering Price*			Amount of Registration Fee
Common Stock, par value $.10 per share	50,000 shares	**	$	10.59	**	$	529,500	**	$	67.09
Common Stock, par value $.10 per share	500,000 shares	***	$	17.05	***	$	8,525,000	***	$	1,080.12
Total	550,000 shares					$	9,054,500		$	1,147.21

*

Estimated solely for purposes of calculating the registration fee. Relates only to additional shares covered by this Amendment No. 2 to the Form S-8 Registration Statement, Reg. No. 333-57232. The registration fee attributable to other shares covered by the Registration Statement has been previously paid.

**

Relates to shares that are subject to a non-plan option (for which the option price is known). As to such shares, the price is calculated in accordance with Rule 457(h)(1) under Securities Act of 1933 based upon the exercise price of such option.

***

Relates to shares issuable upon exercise of options that may be granted under the 1997 Employee Stock Option Plan (the "Plan") for which the offering price is not known. As to such shares, the price is calculated in accordance with Rule 457(h)(1) under the Securities Act of 1933 based upon the closing price of Common Stock of Cantel Medical Corp. as reported by the New York Stock Exchange on March 1, 2004.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange Commission are incorporated herein by reference:

        (a)   The Annual Report of Cantel Medical Corp. ("Cantel" or the "Company") for the fiscal year ended July 31, 2003 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

        (b)   All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year ended July 31, 2003.

        (c)   The Registration Statement of the Company on Form 8-A filed on April 10, 1972 registering the Company's Common Stock, par value $.10 per share (the "Common Stock"), under Section 12 of the Securities Exchange Act of 1934 which contains a description of the Common Stock.

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or which deregisters all such securities then unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Darwin C. Dornbush, a partner of Dornbush Mensch Mandelstam & Schaeffer, LLP, counsel to the Company, is a director of the Company and owns, beneficially and of record, 4,920 shares of Common Stock and options to purchase 35,250 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

        Section 145(a) of the General Corporation Law of the State of Delaware ("DGCL") provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such

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action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.

        Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsection (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.

        Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit.

        Article Fifteenth of Cantel's Amended and Restated Certificate of Incorporation states that no director of Cantel shall be liable to Cantel or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that Article Fifteenth does not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to Cantel or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

        Article Thirteenth of Cantel's Amended and Restated Certificate of Incorporation states that Cantel shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify any and all persons it has the power to indemnify under Section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 145. The right to indemnification will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided under Article Thirteenth will not be deemed exclusive of any other rights of which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise.

        Cantel's By-laws, as amended, also provides that Cantel's directors and officers shall be indemnified against liabilities arising from their service as directors or officers to the fullest extent permitted by the DGCL.

        Cantel maintains insurance for the benefit of its directors and officers and the directors and officers of its subsidiaries, insuring such persons against certain liabilities, including liabilities arising under the securities laws. In addition, Cantel has entered into Indemnification Agreements with certain

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of its directors and officers which provide for indemnification from liability to the full extent permitted by the DGCL.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, may be permitted to directors, officers or persons controlling Cantel pursuant to the foregoing provisions, Cantel has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. Furthermore, Cantel has given certain undertakings with respect to indemnification in connection with this Registration Statement.

Item 8. Exhibits.

4.01	—	1997 Employee Stock Option Plan, as amended.
4.02	—	Form of Incentive Stock Option Agreement under the Company's 1997 Employee Stock Option Plan. (Incorporated herein by reference to Exhibit 10(t) to the Registrant's 1997 Annual Report on Form 10-K.)
4.03	—	Form of Non-Incentive Stock Option Agreement under the Company's 1997 Employee Stock Option Plan.
4.04	—	Stock Option Agreement dated as of November 14, 2002 between the Company and Seth R. Segel. (Incorporated herein by reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2002.)
5.01	—	Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.
23.01	—	Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP (included in Exhibit 5.01).
23.02	—	Consent of Ernst & Young LLP.
24.01	—	Power of Attorney (included in signature page).

Item 9. Undertakings.

        (a)   The undersigned Company hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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        (c)   Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Company of expenses paid or incurred by a director, officer or controlling person of the Company in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 City of Little Falls and State of New Jersey, on the 4th day of March, 2004.

CANTEL MEDICAL CORP.
By:	/s/  JAMES P. REILLY James P. Reilly, President

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James P. Reilly and Darwin C. Dornbush, and each of them, his true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) 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, and each of them, 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes may lawfully do or cause to be done by virtue hereof.

        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
/s/  CHARLES M. DIKER Charles M. Diker	Chairman of the Board and Director	March 4, 2004
/s/  ALAN J. HIRSCHFIELD Alan J. Hirschfield	Vice Chairman of the Board and Director	March 4, 2004
/s/  JAMES P. REILLY James P. Reilly	President, Chief Executive Officer and Director (Principal Executive Officer)	March 4, 2004
/s/  CRAIG A. SHELDON Craig A. Sheldon	Senior Vice President and Chief Financial Officer	March 4, 2004
/s/  ROBERT L. BARBANELL Robert L. Barbanell	Director	March 4, 2004
/s/  ALAN R. BATKIN Alan R. Batkin	Director	March 4, 2004
Joseph M. Cohen	Director	March 4, 2004

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/s/  DARWIN C. DORNBUSH Darwin C. Dornbush	Director	March 4, 2004
/s/  SPENCER FOREMAN Spencer Foreman	Director	March 4, 2004
/s/  FRED L. SHAPIRO Fred L. Shapiro	Director	March 4, 2004
/s/  BRUCE SLOVIN Bruce Slovin	Director	March 4, 2004

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 8. Exhibits.
Item 9. Undertakings.

SIGNATURES
POWER OF ATTORNEY

EX-4.01

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Exhibit 4.01

1997 EMPLOYEE STOCK OPTION PLAN
OF
CANTEL MEDICAL CORP.

        1.     The Plan. This 1997 Employee Stock Option Plan (the "Plan") is intended to encourage ownership of stock of Cantel Medical Corp. (the "Corporation") by specified employees of the Corporation and its subsidiaries and to provide additional incentive for them to promote the success of the business of the Corporation.

        2.     Stock Subject to the Plan. Subject to the provisions of Paragraph 14 hereof, the total number of shares of Common Stock, par value $.10 per share, of the Corporation (the "Stock") which may be issued pursuant to Incentive Stock Options, as defined by Section 422 of the Internal Revenue Code ("ISOs"), and non-Incentive Stock Options ("Non-ISOs") granted under the Plan (the "Options") shall be 2,000,000. Such shares of Stock may be in whole or in part, either authorized and unissued shares or treasury shares as the Board of Directors of the Corporation (the "Board") shall from time to time determine. If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased shares covered thereby shall (unless the Plan shall have been terminated) again be available for Options under the Plan.

        3.     Administration of the Plan. The Plan shall be administered by a committee (the "Committee") composed of two or more non-employee members of the Board which shall have plenary authority, in its discretion, to determine the employees of the Corporation and its subsidiaries to whom Options shall be granted ("Optionees"), the nature of the Option (i.e., whether an ISO or non-ISO), the number of shares to be subject to each Option (subject to the provisions of Paragraph 2), the option exercise price (the "Exercise Price") (subject to the provisions of Paragraph 7), the vesting schedule of each option and the other terms of each Option. The Board shall have plenary authority, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind any rules and regulations relating to the Plan and to take such other action in connection with the Plan as it deems necessary or advisable. The interpretation and construction by the Board of any provisions of the Plan or of any Option granted thereunder shall be final and no member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted thereunder by the Committee.

        4.     Employees Eligible for Options. All employees of the Corporation or its subsidiaries shall be eligible for Options. In making the determination as to employees to whom Options shall be granted and as to the number of shares to be covered by such Options, the Committee shall take into account the duties of the respective employees, their present and potential contributions to the success of the Corporation and such other factors as it shall deem relevant in connection with accomplishing the purpose of the Plan.

        5.     Term of Plan. The Plan shall terminate on, and no Options shall be granted after October 15, 2007 provided that the Committee may at any time terminate the Plan prior thereto.

        6.     Maximum Option Grant. With respect to an Option granted to an individual that is intended to qualify as an ISO, the aggregate fair market value (determined as of the time the Option is granted) of the Stock with respect to which such Option and all other ISOs granted to the individual (whether under this Plan or under any other stock option plan of the Corporation or any of its subsidiaries) become exercisable for the first time in any calendar year may not exceed $100,000.

        7.     Exercise Price. Each Option shall state the Exercise Price, which shall be, in the case of ISOs, not less than 100% of the fair market value of the Stock on the date of the granting of the Option, nor less than 110% in the case of an ISO granted to an individual who, at the time the Option is granted, is a 10% Holder (as hereinafter defined). The fair market value of shares of Stock shall be determined by the Board and shall be (i) the closing price of the Stock on the date of the granting of the Option as reported by the principal exchange on which the Company's Stock is traded or any quotation

reporting organization, or (ii) if the Stock did not trade on such date, the closing price of the Stock on the first day immediately preceding such date on which the Common Stock traded.

        8.     Term of Options. The term of each Option granted under this Plan shall be for a maximum of ten years from the date of granting thereof, and a maximum of five years in the case of an ISO granted to a 10% Holder, but may be for a lesser period or be subject to earlier termination as hereinafter provided.

        9.     Exercise of Options. An Option may be exercised from time to time as to any part or all of the Stock to which the Optionee shall then be entitled, provided, however, that an Option may not be exercised (a) as to less than 100 shares at any time (or for the remaining shares then purchasable under the Option, if less than 100 shares), (b) prior to the expiration of at least six months from the date of grant except in case of the death or disability of the Optionee or as otherwise approved by the Committee and (c) unless the Optionee shall have been in the continuous employ of the Corporation or its subsidiaries from the date of the granting of the Option to the date of its exercise, except as provided in Paragraphs 12 and 13. The Exercise Price shall be paid in full at the time of the exercise of an Option (i) by certified or bank check or (ii) by the transfer to the Corporation of shares of its Stock with a fair market value (as determined by the Committee) equal to the purchase price of the Stock issuable upon exercise of such Option; provided, however, that shares transferred under this subparagraph (ii) must have been continuously owned by the Optionee for at least one year immediately preceding such transfer or such shorter period (but in no event less than six months) approved by the Committee. The holder of an Option shall not have any rights as a stockholder with respect to the Stock issuable upon exercise of an Option until certificates for such Stock shall have been delivered to him after the exercise of the Option.

        10.   Non-transferability of Options. An Option shall not be transferable otherwise than by will or the laws of descent and distribution and is exercisable during the lifetime of the employee only by him or his guardian or legal representative.

        11.   Form of Option. Each Option granted pursuant to the Plan shall be evidenced by an agreement (the "Option Agreement") which shall clearly identify the status of the Options granted thereunder (i.e., an ISO or Non-ISO) and which shall be in such form as the Committee shall from time to time approve. The Option Agreement shall comply in all respects with the terms and conditions of the Plan and may contain such additional provisions, including, without limitation, restrictions upon the exercise of the Option, as the Committee shall deem advisable.

        12.   Termination of Employment. In the event that the employment of an Optionee shall be terminated (otherwise by reason of death), such Option shall be exercisable (to the extent that such Option was exercisable at the time of termination of his employment) at any time prior to the expiration of a period of time not exceeding three months after such termination, but not more than ten years (five years in the case of an ISO granted to a 10% Holder) after the date on which such Option shall have been granted. Nothing in the Plan or in the Option Agreement shall confer upon an Optionee any right to be continued as an employee of the Corporation or its subsidiaries or interfere in any way with the right of the Corporation or any subsidiary to terminate or otherwise modify the terms of an Optionee's employment, provided, however, that a change in an Optionee's duties or position shall not affect such Optionee's Option so long as such Optionee is still an employee of the Corporation or one of its subsidiaries.

        13.   Death of Optionee. In the event of the death of an Optionee, any unexercised portion of such Optionee's Option shall be exercisable (to the extent that such Option was exercisable at the time of his death) at any time prior to the expiration of a period not exceeding three months after his death but not more than ten years (five years in the case of an ISO granted to a 10% Holder) after the date on which such Option shall have been granted and only by such person or persons to whom such deceased Optionee's rights shall pass under such Optionee's will or by the laws of descent and distribution.

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        14.   Adjustments Upon Changes in Capitalization. In the event of changes in the outstanding Stock of the Corporation by reason of stock dividends, splitups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number and class of shares or the amount of cash or other assets or securities available upon the exercise of any Option granted hereunder and the maximum number of shares as to which Options may be granted to an employee shall be correspondingly adjusted, to the end that the Optionee's proportionate interest in the Corporation, any successor thereto or in the cash, assets or other securities into which shares are converted or exchanged shall be maintained to the same extent, as near as may be practicable, as immediately before the occurrence of any such event. All references in this Plan to "Stock" from and after the occurrence of such event shall be deemed for all purposes of this Plan to refer to such other class of shares or securities issuable upon the exercise of Options granted pursuant hereto.

        15.   Stockholder and Stock Exchange Approval. This Plan is subject to and no Options shall be exercisable hereunder until after (i) the approval by the holders of a majority of the Stock of the Corporation voting at a duly held meeting of the stockholders of the Corporation within twelve months after the date of the adoption of the Plan by the Board, and (ii) the approval by the New York Stock Exchange, Inc. of a listing application covering the shares of Stock covered by this Plan.

        16.   Amendment of the Plan. The Board shall have complete power and authority to modify or amend the Plan (including the form of Option Agreement) from time to time in such respects as it shall deem advisable; provided, however, that the Board shall not, without the approval of the votes represented by a majority of the outstanding Stock of the Corporation present or represented at a meeting duly held in accordance with the applicable laws of the Corporation's jurisdiction of incorporation and entitled to vote at a meeting of stockholders or by the written consent of stockholders owning stock representing a majority of the votes of the corporation's outstanding stock, (i) increase the maximum number of shares which in the aggregate are subject to Options under the Plan (except as provided by Paragraph 14), (ii) extend the term of the Plan or the period during which Options may be granted or exercised, (iii) reduce the Exercise Price, in the case of ISOs below 100% (110% in the case of an ISO granted to a 10% Holder) of the fair market value of the Stock issuable upon exercise of Options at the time of the granting thereof, other than to change the manner of determining the fair market value thereof, (iv) modify the requirements as to eligibility for participation in the Plan, (v) with respect to options which are ISOs, amend the plan in any respect which would cause such options to no longer qualify for ISO treatment pursuant to the Internal Revenue Code or (vi) increase the maximum number of shares of Stock for which any employee may be granted Options under the Plan pursuant to Paragraph 6, (vii) materially increased the benefits accruing to participants under the Plan, (viii) make any other change to the terms of the Plan which would require approval by the stockholders pursuant to the rules and regulations of the Securities and Exchange Commission or the listing standards and rules of the securities exchange on which the Stock is listed.. No termination or amendment of the Plan shall, without the consent of the individual Optionee, adversely affect the rights of such Optionee under an Option theretofore granted to him or under such Optionee's Option Agreement.

        17.   Taxes. The Corporation may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with any Options granted under the Plan. The Corporation may further require notification from the Optionees upon any disposition of Stock acquired pursuant to the exercise of Options granted hereunder.

        18.   Code References and Definitions. Whenever reference is made in this Plan to a section of the Internal Revenue Code, the reference shall be to said section as it is now in force or as it may hereafter be amended by any amendment which is applicable to this Plan. The term "subsidiary" shall have the meaning given to the term "subsidiary corporation" by Section 424(f) of the Internal Revenue Code. The terms "Incentive Stock Option" and "ISO" shall have the meanings given to them by Section 422 of the Internal Revenue Code. The term "10% Holder" shall mean any person who, for purposes of Section 422 of the Internal Revenue Code owns more than 10% of the total combined voting power of all classes of stock of the employer corporation or of any subsidiary corporation.

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Exhibit 4.01

1997 EMPLOYEE STOCK OPTION PLAN OF CANTEL MEDICAL CORP.

EX-4.03

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Exhibit 4.03

STOCK OPTION AGREEMENT made as of the    day of            , by and between CANTEL MEDICAL CORP., a Delaware corporation with principal offices located at 150 Clove Road, Little Falls, New Jersey 07424 (the "Company"), and                  (the "Optionee").

        The Company has adopted the 1997 Employee Stock Option Plan, as amended (the "Plan"), permitting the grant of stock options to employees of the Company or its subsidiaries or any parent corporation of the Company. The Optionee, pursuant to the Plan, is presently employed as an executive officer by the Company or one of its subsidiaries. The Company is desirous of increasing the incentive of the Optionee to exert his utmost efforts to improve the business and increase the assets of the Company.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company, pursuant to the Plan, hereby grants the Optionee the option to acquire shares of the common stock of the Company upon the following terms and conditions:

        1.     GRANT OF OPTION.

(a)   The Company hereby grants to the Optionee the right and option (the "Option") to purchase up to            shares of Common Stock, par value $.10 per share, of the Company (the "Shares"), to be issued upon the exercise hereof, fully paid and non-assessable, during the following periods:

(i)                may be purchased immediately;

(ii)   an additional                        Shares may be purchased commencing                        ; and

(iii) an additional            Shares may be purchased commencing                        .

(b)   The Option granted hereby shall expire and terminate at 5:00 p.m. local time in New York, New York on                         (the "Expiration Date") at which time the Optionee shall have no further right to purchase any Shares not then purchased.

2.     EXERCISE PRICE. The exercise price of the Option shall be $            per Share, and shall be payable in cash or by certified check; provided, however, that in lieu of payment in full in cash or by such check, the exercise price (or balance thereof) may be paid in full or in part by the delivery and transfer to the Company of Shares already owned by the Optionee and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or balance thereof) for the number of Shares as to which the Option is being exercised. The Company shall pay all original issue or transfer taxes on the exercise of the Option.

3.     EXERCISE OF OPTION. The Optionee shall notify the Company by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of Shares which he desires to purchase under the Option, which notice shall be accompanied by payment of the Option exercise price therefore as specified in Paragraph 2 above. As soon as practicable after the receipt of such notice, the Company shall, at its principal office or another mutually convenient location, tender to the Optionee certificates issued in the Optionee's name evidencing the Shares purchased by the Optionee hereunder.

4.     CONDITIONS OF EXERCISE.

(a)   The Optionee shall have the right to exercise the Option only while he shall be in the full-time employ of the Company or any of its subsidiaries, except that if the Optionee's employment shall be terminated for any reason other than his death, the Option may be exercised

at any time within three (3) months after the date of termination but only to the extent that it was exercisable upon such date of termination and in no event after the Expiration Date.

(b)   If the Optionee shall die while in the employ of the Company or any of its subsidiaries, this Option may be exercised, to the extent exercisable on the date of the Optionee's death, by his executor, administrator or other person at the time entitled by law to his rights under this Option, at any time within three (3) months after such date of death, but in no event after the Expiration Date.

5.     NON-ASSIGNABILITY OF OPTION. The Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution and, except as provided in Paragraph 4(b) hereof, the Option may be exercisable only by the Optionee.

6.     THE SHARES AS INVESTMENT. By accepting the Option, the Optionee agrees for himself, his heirs and legatees that any and all Shares purchased upon the exercise thereof shall be acquired for investment and not for distribution. Upon the issuance of any or all of the Shares subject to the Option, the Optionee, or his heirs or legatees receiving such Shares, shall, if so requested by the Company, deliver to the Company a representation in writing that such Shares are being acquired in good faith for investment and not for distribution and shall make such other or additional representations and agreements and furnish such information as the Company may in its reasonable discretion deem necessary or desirable to assure compliance by the Company, on terms acceptable to the Company, with provisions of the Securities Act of 1933 and any other applicable legal requirements. The Company may place a "stop transfer" order with respect to such Shares with its transfer agent and may place an appropriate restrictive legend on the certificate(s) evidencing such Shares in substantially the following form:

        "The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be pledged or hypothecated and may not be sole or transferred in the absence of an effective Registration Statement for the securities under the Securities Act of 1933 or an opinion of counsel to the Company that registration is not required under said Act. In the event that a Registration Statement becomes effective covering the securities or counsel to the Company delivers a written opinion that registration is not required under said Act, this certificate may be exchanged for a certificate free from this legend."

7.     RESTRICTION ON ISSUANCE OF SHARES. If at any time the Company shall reasonably determine that the listing, registration or qualification of the Shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, are necessary or desirable in connection with the issuance or purchase of the Shares subject thereto, this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Optionee shall have no rights against the Company if this Option is not exercisable by virtue of the foregoing provision.

8.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

(a)   In the event of changes in the outstanding Shares by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, combination, exchanges of shares, separations, reorganizations, liquidations and the like, the number of Shares issuable upon the exercise of the Option and the exercise price thereof shall be correspondingly adjusted by the Company. No adjustment shall be made, however, with respect to stock dividends or splits which do not exceed 5% in any fiscal year, cash dividends or the issuance to the Company's shareholders of rights to subscribe for additional Shares or other securities.

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(b)   Any adjustment in the number of Shares shall apply proportionately to only the then unexercised portion of the Option. If fractional Shares would result from any such adjustment, the adjustment shall be revised to the next higher whole number.

9.     NO RIGHTS AS SHAREHOLDERS. The Optionee shall have no rights as a shareholder in respect of the Shares as to which the Option shall not have been exercised and payment made as herein provided.

10.   EFFECT UPON EMPLOYMENT. This Agreement does not give nor shall it be construed as giving the Optionee any right to continued employment by the Company or any of its subsidiaries.

11.   CONFLICT BETWEEN OPTION AGREEMENT AND PLAN. In the event there are any conflicts between this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

12.   BINDING EFFECT. Except as herein otherwise expressly provided, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their legal representatives and assigns.

13.   GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed wholly within the State of New Jersey.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

CANTEL MEDICAL CORP.

By:

Employee

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Exhibit 4.03

EX-5.01

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Exhibit 5.01

March 4, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Cantel Medical Corp.
Registration Statement on Form S-8

Gentlemen:

        We have been requested by Cantel Medical Corp., a Delaware corporation (the "Company"), to furnish you with our opinion as to the matters hereinafter set forth in connection with the above-captioned registration statement (the "Registration Statement") covering an aggregate of 550,000 shares (the "Shares") of the Company's common stock, par value $.10 per share offered on behalf of the Company in connection with (i) the Company's 1997 Employee Stock Option Plan (the "Employee Plan"); and (ii) a certain stock option agreement between the Company and an officer of the Company (the "Option Agreement").

        In connection with this opinion, we have examined the Registration Statement, the Company's Restated Certificate of Incorporation and By-laws, the Plans, the Option Agreements, copies of the records of corporate proceedings of the Company, and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

        Based upon and subject to the foregoing, we are of the opinion that the Shares, when sold in accordance with the Employee Plan and Option Agreements, will be legally issued, fully paid and non-assessable.

        We render no opinion as to the laws of any jurisdiction other than the internal laws of the State of New York and the internal corporate law of the State of Delaware.

        We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Opinions" in the prospectus included in the Registration Statement.

Very truly yours,

/s/  DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP

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Exhibit 5.01

EX-23.02

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Exhibit 23.02

Consent of Independent Auditors

        We consent to the incorporation by reference in Amendment No. 2 to the Form S-8, Registration No. 333-57232, pertaining to options to purchase an aggregate of 550,000 shares of Common Stock of Cantel Medical Corp. (the "Company") under the Company's 1997 Employee Stock Option Plan, and under a certain stock option agreement between the Company and Seth R. Segel, of our report dated September 26, 2003, with respect to the consolidated financial statements and schedule of Cantel Medical Corp. included in its Annual Report on Form 10-K for the year ended July 31, 2003, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

MetroPark, New Jersey
February 27, 2004

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Exhibit 23.02

Consent of Independent Auditors