-----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, EbntUb9cV2Mt07djFN64/m1JZL0Luesgl1o8y1mUoEUL1I9bFt3yJhdc63HuHWyv xvmkRILR73lnENbdLNNjGg== 0000950116-00-002884.txt : 20001214 0000950116-00-002884.hdr.sgml : 20001214 ACCESSION NUMBER: 0000950116-00-002884 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001213 EFFECTIVENESS DATE: 20001213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51776 FILM NUMBER: 788622 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 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) EX-5 2 0002.txt EXHIBIT 5 EXHIBIT 5 December 13, 2000 Intermagnetics General Corporation 450 Old Niskayuna Road P.O. Box 461 Latham, N.Y. 12110-0461 Re: Registration Statement on Form S-8 Relating to the Company's 1990 Stock Option Plan -------------------------------------------- Dear Sir or Madam: I am General Counsel for Intermagnetics General Corporation, a New York corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the offering of up to 521,503 shares (the "Shares") of the Company's Common Stock, par value $.10 per share (the "Common Stock"), to be issued pursuant to options granted or to be granted under the Company's 1990 Stock Option Plan (the "1990 Plan"). I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement, the 1990 Plan and such other documents, corporate records, and other instruments as I have deemed necessary or advisable for purposes of the opinion set forth below. I have assumed the genuineness of the signatures on all documents examined by me, the authenticity of all documents submitted to me as originals, and the conformity to all corresponding originals of all documents submitted to me as copies. Based on the foregoing, it is my opinion that, except as otherwise provided in Section 630 of the New York Business Corporation Law ("NYBCL"), the Shares of the Company's Common Stock to be issued upon exercise of options granted or to be granted in accordance with the terms of the 1990 Plan will be, when issued in accordance with the terms of such options for a price not less than the par value thereof, validly issued, fully paid and nonassessable shares of the Common Stock of the Company under the laws of the State of New York (assuming that, at the time of such issuance, the Company has a sufficient number of authorized and unissued shares or treasury shares available for such issuance). The foregoing opinion is limited to NYBCL. I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Katherine M. Sheehan Katherine M. Sheehan General Counsel EX-24.1 3 0003.txt EXHIBIT 24.1 EXHIBIT 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated July 17, 2000 relating to the consolidated financial statements and financial statement schedule of Intermagnetics General Corporation and its subsidiaries, which appear in Intermagnetics General Corporation's Annual Report on Form 10-K for the year ended May 28, 2000. /s/PricewaterhouseCoopers LLP Albany, New York December 13, 2000 EX-24.2 4 0004.txt EXHIBIT 24.2 EXHIBIT 24.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Intermagnetics General Corporation: We consent to the use of our report dated July 16, 1999, except as to Note E, which is as of August 30, 1999, relating to the consolidated balance sheet of Intermagnetics General Corporation and subsidiaries as of May 30, 1999, and the related consolidated statements of operations, shareholders' equity and comprehensive income (loss), and cash flows for the years ended May 30, 1999 and May 31, 1998, and the related schedule, which report appears in the May 28, 2000 annual report on Form 10-K of Intermagnetics General Corporation, incorporated herein by reference. /s/ KPMG LLP ------------------------ Albany, New York December 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----