-----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, AY8h7mAnv2tr4qPDIF1LJb+961jKzVuY9Y5du2d0/OqdbxjrDXeH73Pvxmq9cUfe twlmH/TQ8Qr2iPRvF/c9iw== 0001125282-01-503021.txt : 20020413 0001125282-01-503021.hdr.sgml : 20020413 ACCESSION NUMBER: 0001125282-01-503021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011219 EFFECTIVENESS DATE: 20011219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75420 FILM NUMBER: 1817166 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 S-8 1 b315495_s8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 19, 2001 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ DATASCOPE CORP. (Exact name of registrant as specified in its charter) Delaware 13-2529596 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 14 Philips Parkway Montvale, New Jersey 07465 (Address of principal executive offices) (Zip Code) ------------------ AMENDED AND RESTATED 1995 STOCK OPTION PLAN (Full title of the plan) ------------------ With a copy to: Lawrence Saper Gerald Adler, Esq. Chairman of the Board and Swidler Berlin Shereff Friedman, LLP Chief Executive Officer The Chrysler Building Datascope Corp. 405 Lexington Avenue 14 Philips Parkway New York, New York 10174 Montvale, New Jersey 07465 (212) 973-0111 (201) 391-8100 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate Amount of to be registered registered(1) share(2) offering price registration fee(2) - -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share 1,400,000 shares $32.74 $45,836,000 $11,459 - --------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers such additional securities as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) The Proposed Maximum Aggregate Offering Price Per Share was determined pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the price reported on the Nasdaq National Market. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Explanatory Note This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,400,000 shares of Datascope Corp., a Delaware corporation (the "Registrant"), common stock to be issued pursuant to the Datascope Corp. Amended and Restated 1995 Stock Option Plan (the "Plan"). Item 3. Incorporation of Documents by Reference. The Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission relating to the Plan (Commission No. 000-06516) is incorporated herein by reference. In addition, the following documents that have been filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference: a. The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2001. b. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001. c. The description of the Registrant's common stock, par value $0.01 per share, contained in the Registrant's Registration Statement on Form 8-A filed with the Commission, including any amendment or report filed for the purpose of updating such description. d. The Registrant's Definitive Proxy Statement on Schedule 14A as filed on October 26, 2001. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered under this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement as of the date of the filing of such documents. Any statement contained in the documents 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded, shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits. The following exhibits are filed as part of this registration statement: Exhibit Number Document ------ -------- 5.1 Opinion of Swidler Berlin Shereff Friedman, LLP. 10.1 Datascope Corp. Amended and Restated 1995 Stock Option Plan, filed with the Registrant's Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission on October 26, 2001. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included in signature page to this registration statement). 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 the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Montvale, State of New Jersey, on this December 19, 2001. DATASCOPE CORP. By: /s/ Murray Pitkowsky -------------------------------- Name: Murray Pitkowsky Title: Senior Vice President and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature appears below constitutes and appoints Lawrence Saper and Murray Pitkowsky and each of them (with full power of each of them to act alone), his true and lawful attorneys-in-fact, with full power of substitution and resubstitution for him and on his behalf, and in his name, place and stead, in any and all capacities to execute and sign any and all amendments or 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, hereby ratifying and confirming all that said attorneys-in-fact or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof and the Registrant hereby confers like authority on its behalf. Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Lawrence Saper Chairman of the Board and Chief Executive Officer December 19, 2001 - ------------------------------- (Principal Executive Officer) Lawrence Saper /s/ Leonard S. Goodman Vice President, Chief Financial Officer and December 19, 2001 - ------------------------------- Treasurer (Principal Financial Officer) Leonard S. Goodman /s/ Alan Abramson Director December 19, 2001 - ------------------------------- Alan Abramson /s/ David Altschiller Director December 19, 2001 - ------------------------------- David Altschiller /s/ William L. Asmundson Director December 19, 2001 - ---------------------------------------- William L. Asmundson /s/ Joseph Grayzel, M.D. Director December 19, 2001 - ---------------------------------------- Joseph Grayzel, M.D. /s/ George Heller Director December 19, 2001 - ---------------------------------------- George Heller /s/ Arno Nash Director December 19, 2001 - --------------------------------------- Arno Nash
DATASCOPE CORP. FORM S-8 REGISTRATION STATEMENT EXHIBIT INDEX Exhibit Number Document ------ -------- 5.1 Opinion of Swidler Berlin Shereff Friedman, LLP. 10.1 Datascope Corp. Amended and Restated 1995 Stock Option Plan, filed with the Registrant's Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission on October 26, 2001. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included in signature page to this registration statement). EX-5.1 3 b315495ex5_1.txt OPINION OF SWIDLER BERLIN SHEREFF FRIEDMAN, LLP EXHIBIT 5.1 December 19, 2001 Datascope Corp. 14 Philips Parkway Montvale, New Jersey 07465 Ladies and Gentlemen: On the date hereof, Datascope Corp., a Delaware corporation (the "Company"), is transmitting for filing with the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement") relating to 1,4000,000 shares (the "Shares") of common stock, par value $0.01 per share, of the Company which are being offered pursuant to the Datascope Corp. Amended and Restated 1995 Stock Option Plan (the "Plan"). This opinion is an exhibit to the Registration Statement. We have at times acted as special counsel to the Company with respect to certain corporate and securities matters, and in such capacity we have participated in various corporate and other proceedings taken by or on behalf of the Company in connection with the proposed offer and sale of the Shares by the Company as contemplated by the Registration Statement. However, we are not general counsel to the Company and would not ordinarily be familiar with or aware of matters relating to the Company unless they are brought to our attention by representatives of the Company. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company's Restated Certificate of Incorporation as presently in effect, (ii) its By-Laws as presently in effect, (iii) minutes and other instruments evidencing actions taken by the Company's directors and stockholders, (iv) the Plan and (v) such other documents and instruments relating to the Company and the proposed offering as we have deemed necessary under the circumstances. In our examination of all such agreements, documents, certificates and instruments, we have assumed the genuineness of all signatures and the authenticity of all agreements, documents, certificates and instruments submitted to us as originals and the conformity with the originals of all agreements, documents, certificates and instruments submitted to us as certified, conformed or photostatic copies. Insofar as this opinion relates to securities to be issued in the future, we have assumed that all applicable laws, rules and regulations in effect at the time of such issuance are the same as such laws, rules and regulations in effect as of the date hereof. Except as provided in the next sentence, we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States of America. To the extent that matters concerning the Delaware General Corporation Law are involved in the opinions expressed below, our opinions are based solely upon our reasonable familiarity with the Delaware General Corporation Law based on our reading of standard published compilations of such laws. We express no opinion as to the application of the securities or "Blue Sky" laws of any state, including the State of Delaware and the State of New York, to the offer and/or sale of the Shares. Based on the foregoing, and subject to and in reliance on the accuracy and completeness of the information relevant thereto provided to us, it is our opinion that the Shares which will be issued pursuant to the Plan have been duly authorized and, subject to the effectiveness of the Registration Statement and compliance with applicable securities or other laws of the states of the United States in which the Shares will be offered and/or sold, when issued in accordance with the terms set forth in the Plan, will be legally and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and as an exhibit to any filing made by the Company under the securities or other laws of any state of the United States which relate to the offer and/or sale of the Shares which are the subject of this opinion. This opinion is as of the date hereof and we undertake no obligation to advise you of any change in any applicable law or in facts or circumstances which might affect any matters or opinions set forth herein. This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes, except as expressly provided in the preceding paragraph. Very truly yours, SWIDLER BERLIN SHEREFF FRIEDMAN, LLP SBSF:GA:RMF:CJS EX-23.1 4 b315495ex23_1.txt INDEPENDENT AUDTORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Datascope Corp. on Form S-8 of our report dated July 20, 2001, appearing in the Annual Report on Form 10-K of Datascope Corp. for the year ended June 30, 2001. DELOITTE & TOUCHE LLP New York, New York December 17, 2001 -----END PRIVACY-ENHANCED MESSAGE-----