S-8 1 0001.txt S-8 As filed with the Securities and Exchange Commission on December 13, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 INTERMAGNETICS GENERAL CORPORATION (Exact name of issuer as specified in its charter) New York 14-1537454 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 450 Old Niskayuna Road P.O. Box 461 Latham, NY 12110-0461 (Address of principal executive offices) 1990 STOCK OPTION PLAN (Full title of the plan) Michael C. Zeigler Chief Financial Officer Intermagnetics General Corporation 450 Old Niskayuna Road P.O. Box 461 Latham, NY 12110-0461 (Name and address of agent for service) (518) 782-1122 (Telephone number, including area code, of agent for service) Copy to: Stephen P. Farrell Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178-0600 (212) 309-6050
CALCULATION OF REGISTRATION FEE ==================================================================================================================== Proposed Maximum Offering Proposed Maximum Aggregate Amount of Title of Securities Amount to be Price Per Share* Offering Price* Registration to be Registered Registered Fee -------------------------------------------------------------------------------------------------------------------- Common Stock, par value 521,503 [ $17.40625] [ $9,077,412] [$2,396] $.10 per share....... ====================================================================================================================
(*) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the registration fee, based upon the average of the reported high and low prices of shares of Common Stock on December 12, 2000, as reported in the American Stock Exchange Composite Transactions. This Registration Statement on Form S-8 is being filed pursuant to General Instruction E of Form S-8 to increase the number of shares of Intermagnetics General Corporation Common Stock, par value $.10 per share available for issuance under the 1990 Stock Option Plan. Pursuant to General Instruction E of Form S-8, the contents of the Company's earlier Registration Statements on Form S-8 (Registration No. 33-44693, Registration No. 33-55092, Registration No. 33-72160, Registration No. 333-10553, Registration No. 333-42163 and Registration No. 333-75269) relating to the 1990 Stock Option Plan are incorporated herein by reference. Item 8. Exhibits. The exhibits filed as part of this Registration Statement are as follows: Exhibit Number Exhibit ------ ------- 5 Opinion of Katherine M. Sheehan, Esq. 24.1 Consent of PricewaterhouseCoopers LLP 24.2 Consent of KPMG LLP 24.3 Consent of Katherine M. Sheehan, Esq. (included as part of Exhibit 5) 25 Power of Attorney (included as part of the signature page) 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 Town of Latham, State of New York, on this 13th day of December, 2000. INTERMAGNETICS GENERAL CORPORATION By: /s/ Glenn H. Epstein ------------------------------------- Glenn H. Epstein President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by or on behalf of the following persons in the capacities and on the dates indicated. Each person, in so signing, also makes, constitutes and appoints Glenn H. Epstein, President and Chief Executive Officer, and Michael C. Zeigler, Senior Vice President - Finance and Chief Financial Officer, and each of such officers acting singly, his true and lawful attorney-in-fact, in his name, place and stead to execute and cause to be filed with the Securities and Exchange Commission any or all amendments to this Registration Statement, with all exhibits and any and all documents required to be filed with respect thereto, and to do and perform each and every act and thing necessary to effectuate the same. /s/ Glenn H. Epstein --------------------------------------------- Glenn H. Epstein President, Chief Executive Officer and Director /s/ Michael C. Zeigler --------------------------------------------- Michael C. Zeigler Senior Vice President - Finance; Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Carl H. Rosner --------------------------------------------- Carl H. Rosner Chairman of the Board of Directors /s/ John M. Albertine --------------------------------------------- John M. Albertine Director /s/ James S. Hyde --------------------------------------------- James S. Hyde Director /s/ Thomas L. Kempner --------------------------------------------- Thomas L. Kempner Director /s/ Stuart A. Shikiar --------------------------------------------- Stuart A. Shikiar Director /s/ Sheldon Weinig --------------------------------------------- Sheldon Weinig Director INDEX TO EXHIBITS Exhibit Number Exhibit ------ ------- 5 Opinion of Katherine M. Sheehan, Esq. 24.1 Consent of PricewaterhouseCoopers LLP 24.2 Consent of KPMG LLP 24.3 Consent of Katherine M. Sheehan, Esq. (included in Exhibit 5) 25 Power of Attorney (included in signature page)