-----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, QQ+sUOV41d+8Xb9LyDSI8pnyeAlKYW2iago/JaeYKR8MEvoQVmJifG7/1y1aa3Cv 66B+9T2qizS1bE0vQ5tFsA== 0000914190-96-000085.txt : 19960404 0000914190-96-000085.hdr.sgml : 19960404 ACCESSION NUMBER: 0000914190-96-000085 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960403 EFFECTIVENESS DATE: 19960422 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPI INC CENTRAL INDEX KEY: 0000317032 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411310335 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02199 FILM NUMBER: 96544082 BUSINESS ADDRESS: STREET 1: 1275 GREY FOX RD CITY: ST PAUL STATE: MN ZIP: 55112-6989 BUSINESS PHONE: 6126366600 MAIL ADDRESS: STREET 2: 1275 GREY FOX ROAD CITY: ST PAUL STATE: MN ZIP: 55112-6989 S-8 1 FORM S-8 FOR 1987 STOCK OPTION PLAN Registration No. 33-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Empi, Inc. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1310335 (State or Other Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) 5255 East River Road Minneapolis, Minnesota 55421-1029 (Address of Principal Executive Office and Zip Code) Empi, Inc. 1987 Stock Option Plan (Full Title of the Plan) Joseph E. Laptewicz, Jr. President and Chief Executive Officer Empi, Inc. 5255 East River Road Minneapolis, Minnesota 55421-1029 (612) 586-7300 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Thomas R. King Fredrikson & Byron, P.A. 1100 International Centre Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE ============================================================================================================= Proposed Proposed Maximum Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee - ------------------------------------------------------------------------------------------------------------- Options to Purchase Common Stock under the Plan Indefinite $ 0.00 $ 0.00 $ 0.00 Common Stock issuable upon exercise of options granted under the Plan 300,000 shares $18.625 $5,587,500 $1,926.72 --------- TOTAL: $1,926.72 =============================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock on March 27, 1996. The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1987 Stock Option Plan. The contents of the Registrant's Registration Statements on Form S-8, Reg. No. 33-28177, Reg. No. 33-42510 and Reg. No. 33-49616, are incorporated herein by reference. SIGNATURES The Registrant. 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 Minneapolis and State of Minnesota, on the 29th day of March, 1996. EMPI, INC. (the "Registrant") By /s/ Joseph E. Laptewicz, Jr. Joseph E. Laptewicz, Jr. President and Chief Executive Officer 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. (Power of Attorney) Each of the undersigned constitutes and appoints Joseph E. Laptewicz, Jr. and Timothy E. Briggs his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Empi, Inc. relating to the Company's 1987 Stock Option Plan and any or all amendments or post-effective amendments to the Form S-8 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, each acting alone, 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 the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ J. E. Laptewicz, Jr. President, Chief Executive March 29, 1996 Joseph E. Laptewicz, Jr. Officer and Director (principal executive officer) /s/ Timothy E. Briggs Executive Vice President and March 29, 1996 Timothy E. Briggs Chief Financial Officer (principal financial and accounting officer) /s/ Donald D. Maurer Chairman and Director March 29, 1996 Donald D. Maurer /s/ Scott R. Anderson Director March 29, 1996 Scott R. Anderson /s/ Everett F. Carter Director March 29, 1996 Everett F. Carter /s/ Harold G. Olson Director March 29, 1996 Harold G. Olson /s/ K. F. Tempero Director March 29, 1996 Kenneth F. Tempero, M.D., Ph.D. /s/ Warren S. West Director March 29, 1996 Warren S. West SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EMPI, INC. Form S-8 Registration Statement E X H I B I T I N D E X Number Exhibit Description 5 Opinion and Consent of counsel re securities under the Plan 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent auditors 24 Power of attorney (included on "Signatures" page) EX-5 2 OPINION AND CONSENT OF COUNSEL EXHIBIT 5 April 2, 1996 Empi, Inc. 1275 Grey Fox Road Arden Hills, Minnesota 55112 Re: Registration Statement on Form S-8 Ladies/Gentlemen: We are acting as corporate counsel to Empi, Inc. (the "Company") in connection with the original registration by the Company on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") of options and 300,000 shares (the "Shares") of Common Stock issuable pursuant to the Company's 1987 Stock Option Plan (the "Plan"). In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: 1. The Company's Articles of Incorporation, as amended. 2. The Company's Bylaws, as amended. 3. Certain corporate resolutions adopted by the Board of Directors and shareholders of the Company pertaining to the adoption and approval of the Plan and amendments thereto. 4. The Plan, as amended. 5. The Registration Statement. Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that: 1. The Shares are validly authorized by the Company's Articles of Incorporation, as amended. 2. Upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FREDRIKSON & BYRON, P.A. By /s/ Thomas R. King Thomas R. King Fredrikson & Byron, P.A. 900 Second Avenue South Minneapolis, Minnesota 55402 EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Empi, Inc. 1987 Stock Option Plan of our report dated January 31, 1996 with respect to the consolidated financial statements and schedule of Empi, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Minneapolis, Minnesota March 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----