-----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, CvWI5XgdCnKZmCn73sterqveSUe3kpkHGuEqS2f8tm+x6Yp3LCIywxkp4M8l2tEF FyzxJTRwljMuRjK1ZHWyZQ== /in/edgar/work/0000891554-00-500039/0000891554-00-500039.txt : 20000928 0000891554-00-500039.hdr.sgml : 20000928 ACCESSION NUMBER: 0000891554-00-500039 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000926 EFFECTIVENESS DATE: 20000926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EZ EM INC CENTRAL INDEX KEY: 0000727008 STANDARD INDUSTRIAL CLASSIFICATION: [2835 ] IRS NUMBER: 111999504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46600 FILM NUMBER: 728760 BUSINESS ADDRESS: STREET 1: 717 MAIN ST CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163338230 S-8 1 s-8_23692.txt REGISTRATION STATEMENT Registration No. 333-_____ As filed with the Securities and Exchange Commission on September 26, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- E-Z-EM, INC. (Exact name of registrant as specified in its charter)
Delaware 11-1999504 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization)
717 Main Street Westbury, New York 11590 (Address of Principal Executive Offices) (Zip Code) E-Z-EM, Inc. 1983 Stock Option Plan (Full title of the plan) Howard S. Stern E-Z-EM, Inc. 717 Main Street Westbury, New York 11590 (Name and address of agent for service) 516-333-8230 (Telephone number, including area code, of agent for service) Copy to: Guy P. Lander, Esq. Goodman Phillips & Vineberg 430 Park Avenue, 10th Floor New York, New York 10022 212-308-8866
Calculation of Registration Fee - --------------------------- -------------------- ----------------------- ---------------------- ---------------------- Title of Securities Amount Proposed Maximum Proposed Maximum Amount to be to be Offering Price Per Aggregate Offering of Registered Registered Share (1) Price (1) Registration Fee - --------------------------- -------------------- ----------------------- ---------------------- ---------------------- Class B Common Stock 800,000 (2) $7.1875 $5,750,000 $1,518.00 Par value, $.10 per share - --------------------------- -------------------- ----------------------- ---------------------- ----------------------
(1) Estimated solely for the purpose of computing the registration fee upon the basis of fluctuating market prices pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per Share was determined by averaging the high and low prices of the Class B Common Stock of E-Z-EM, Inc., as reported on the American Stock Exchange on September 19, 2000. (2) Consists of shares of Common Stock underlying options granted or that may be granted under the Registrant's 1983 Stock Option Plan. There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the operation of the anti-dilution provisions of that Plan. EXPLANATORY NOTE By registration statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on November 27, 1984 (File No. 2-9458) E-Z-EM, Inc., a Delaware corporation (the "Registrant") registered 500,000 shares of its common stock reserved for issuance from time to time upon exercise of options granted or to be granted under the E-Z-EM, Inc. 1983 Stock Option Plan (the "1983 Option Plan") and 200,000 shares of common stock reserved for issuance from time to time upon exercise of options granted or to be granted under the E-Z-EM, Inc. 1984 Directors and Consultants Stock Option Plan (the "1984 Directors Plan"). By registration statement on Form S-8 filed with the Commission on October 3, 1991 (File No. 33-43168) the Registrant registered an additional 250,000 shares of its common stock reserved for issuance from time to time upon exercise of options granted or to be granted under the 1983 Option Plan. In October 1992, the Registrant effected a reclassification ("Reclassification") of its capital stock pursuant to which its outstanding shares of common stock were divided equally into shares of Class A voting common stock, par value $.10 per share ("Class A Shares"), and Class B non-voting common stock, par value $.10 per share ("Class B Shares"). Pursuant to the Reclassification, the 1983 Option Plan and the 1984 Directors Plan were amended to provide that options outstanding under both plans would thereafter be exercisable half for Class A Shares and half for Class B Shares, and all future options granted under the plans would be for Class B Shares only. Subsequent to the Reclassification, by registration statements on Form S-8 filed with the Commission on October 11, 1994 (File No. 33-85010) and September 3, 1996 (File No. 333-11325) the Registrant registered an additional 600,000 Class B Shares reserved for issuance from time to time upon exercise of options granted or to be granted under the 1983 Option Plan, and an additional 100,000 Class B Shares reserved for issuance from time to time upon exercise of options granted or to be granted under the 1984 Directors Plan. In 1999, the Registrant's Board of Directors and shareholders approved an amendment to increase the number of Class B Shares authorized for issuance under the 1983 Option Plan by 800,000 shares to a total of 2,617,974 shares (inclusive of an aggregate of 467,974 additional shares authorized, pursuant to the anti-dilution provisions of the 1983 Option Plan, by virtue of a 3-for-2 stock split effected by the Registrant in 1986 and annual 3% stock dividends declared and paid by the Registrant for its 1993 through 1998 fiscal years). By this registration statement, the Registrant is registering the additional 800,000 Class B Shares ("Additional Class B Shares") underlying options granted or that may be granted under the 1983 Option Plan. Pursuant to Form S-8, General Instruction E, the Registrant incorporates by reference herein the contents of the registration statements on Form S-8, file Nos. 2-9458, 33-43168, 33-85010, and 333-11325, to the extent relating to the registration of the Additional Class B Shares. ITEM 8: EXHIBITS ----------------
Exhibit Number Exhibit - -------------- ----------------------------------------------------------------------------------------------- 4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1997). 4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended May 28, 1994, filed under Commission File No. 0-13003). 4.3 1983 Stock Option Plan of the Registrant, as amended through October 19, 1999 (incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 26, 2000). 5 Opinion of Goodman Phillips & Vineberg 23.1 Consent of Grant Thornton LLP 23.2 Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5) 24 Power of Attorney (set forth on the signature page of the 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 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 Westbury, State of New York, United States, on the 26th day of September, 2000. E-Z-EM, Inc. By: /s/ Howard S. Stern ---------------------------------------------------- Howard S. Stern, Chairman of the Board, Director POWER OF ATTORNEY Each person whose signature appears below hereby appoints Howard S. Stern his or her true and lawful attorney-in-fact with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this Registration Statement necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such changes in this Registration Statement as the aforesaid attorney-in-fact deems appropriate. 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.
Signature Title Date --------- ----- ---- /s/ Howard S. Stern Chairman of the Board and Director September 26, 2000 - ---------------------------------------- Howard S. Stern /s/ Anthony A. Lombardo President, Chief Executive Officer September 26, 2000 - ---------------------------------------- and Director Anthony A. Lombardo /s/ Dennis J. Curtin Senior Vice President - Chief Financial Officer September 26, 2000 - ---------------------------------------- (Principal Financial and Accounting Officer) Dennis J. Curtin /s/ Michael A. Davis Director September 26, 2000 - ---------------------------------------- Michael A. Davis /s/ Paul S. Echenberg Director September 26, 2000 - ---------------------------------------- Paul S. Echenberg /s/ James L. Katz Director September 26, 2000 - ---------------------------------------- James L. Katz /s/ Donald A. Meyer Director September 26, 2000 - ---------------------------------------- Donald A. Meyer /s/ David P. Meyers Director September 26, 2000 - ---------------------------------------- David P. Meyers /s/ Robert M. Topol Director September 26, 2000 - ---------------------------------------- Robert M. Topol
EXHIBIT INDEX
Exhibit Number Exhibit - ------- --------------------------------------------------------------------------------------------- 4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1997). 4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended May 28, 1994, filed under Commission File No. 0-13003). 4.3 1983 Stock Option Plan of the Registrant, as amended through October 19, 1999 (incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 26, 2000). 5 Opinion of Goodman Phillips & Vineberg 23.1 Consent of Grant Thornton LLP 23.2 Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5) 24 Power of Attorney (set forth on the signature page of the Registration Statement).
EX-5 2 ex-5_23692.txt OPINION OF GOODMAN PHILLIPS & VINEBERG EXHIBIT 5 [LETTERHEAD OF GOODMAN PHILLIPS & VINEBERG] September 26, 2000 E-Z-EM, Inc. 717 Main Street Westbury, NY 11590 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for E-Z-EM, Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 proposed to be filed with the Securities and Exchange Commission on or about September 26, 2000 (the "Registration Statement"). The Registration Statement covers the registration of 800,000 shares of Class B common stock, $.10 par value per share, of the Company (the "Shares"), which are issuable by the Company upon exercise of stock options granted or to be granted pursuant to its 1983 Stock Option Plan, as amended (the "Plan"). We have reviewed the corporate proceedings of the Company with respect to the authorization of the Plan and the proposed issuance of the Shares thereunder. We have also examined and relied upon originals or copies of such corporate records, instruments, agreements or other documents of the Company, and certificates of officers of the Company as to certain factual matters, as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document. This opinion is limited solely to the Delaware General Corporation Law, as applied by courts located in Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and delivered upon the exercise of options duly granted pursuant to the Plan and against the payment of the exercise price therefor as provided in the Plan, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ GOODMAN PHILLIPS & VINEBERG GOODMAN PHILLIPS & VINEBERG EX-23.1 3 ex23-1_23692.txt CONSENT OF GRANT THORNTON LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated July 28, 2000 accompanying the consolidated financial statements and schedule of E-Z-EM, Inc. and Subsidiaries appearing in the Annual Report on Form 10-K for the fifty-three weeks ended June 3, 2000 which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ GRANT THORNTON LLP Melville, New York September 19, 2000 -----END PRIVACY-ENHANCED MESSAGE-----