-----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, Go4QL0ez3SJxd8zjLbArPnAgQksn0yhi0RiZSHr+7tCONaCQduPmUulDiQ0HY6vm m0zQnIUMCpmdpAlNF009Vg== 0000892569-97-002404.txt : 19971021 0000892569-97-002404.hdr.sgml : 19971021 ACCESSION NUMBER: 0000892569-97-002404 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970826 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NELLCOR PURITAN BENNETT INC CENTRAL INDEX KEY: 0000799290 STANDARD INDUSTRIAL CLASSIFICATION: 3845 IRS NUMBER: 942789249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0706 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-14961 FILM NUMBER: 97669692 BUSINESS ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104634000 MAIL ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: NELLCOR DELAWARE INC DATE OF NAME CHANGE: 19860929 S-4/A 1 FORM S-4 POST EFFECTIVE AMENDMENT NO. 2 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1997 REGISTRATION NO. 333-14961 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST EFFECTIVE AMENDMENT NO. 2 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- NELLCOR PURITAN BENNETT INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 3693 (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER) 94-2789249 (I.R.S. EMPLOYER IDENTIFICATION NO.) 4280 HACIENDA DRIVE PLEASANTON, CALIFORNIA 94588 (510) 463-4000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AEQUITRON MEDICAL, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN, AEQUITRON MEDICAL, INC. AMENDED AND RESTATED 1988 STOCK OPTION PLAN AND AEQUITRON MEDICAL, INC. 1985 INCENTIVE STOCK OPTION PLAN (FULL TITLE OF THE PLANS) C. RAYMOND LARKIN, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER NELLCOR PURITAN BENNETT INCORPORATED 4280 HACIENDA DRIVE PLEASANTON, CALIFORNIA 94588 (510) 463-4000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: ROBERT M. MATTSON, JR., ESQ. MORRISON & FOERSTER LLP 19900 MACARTHUR BOULEVARD IRVINE, CALIFORNIA 92612 (714) 251-7500 -------------------------------------------------- Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. EXPLANATORY NOTE This Post-Effective Amendment No. 2 on Form S-8 amends Registration Statement No. 333-14961 which was previously filed on Form S-4 (the "Original Registration Statement") in connection with the merger (the "Merger") of Aequitron Medical, Inc. ("Aequitron") with and into Nellcor Puritan Bennett Incorporated (the "Registrant"). In connection with the filing of the Original Registration Statement, 3,830,151 shares of the Registrant's Common Stock, $.001 par value per share (the "Common Stock") were registered with the Securities and Exchange Commission and the applicable filing fee was paid. The number of shares registered pursuant to the Original Registration Statement were those shares of Common Stock expected to be distributed to holders of the common stock of Aequitron in connection with the Merger. All of the shares of Common Stock included in this Post-Effective Amendment No. 2 were included in and registered on the Original Registration Statement. Such shares include 547,550 shares of Common Stock issuable upon exercise of options outstanding under the Aequitron 1995 Employee Stock Purchase Plan and upon exercise of options outstanding under the Amended and Restated 1988 Stock Option Stock Plan and 1985 Incentive Stock Option Plan. ------------------------------------------ 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Pleasanton, State of California, on this 26th day of August 1997. NELLCOR PURITAN BENNETT INCORPORATED By: /s/ LAUREEN DeBUONO --------------------------------------- Laureen DeBuono Executive Vice President, General Counsel and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints C. Raymond Larkin, Jr., Michael P. Downey and Laureen DeBuono, jointly and severally, attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE Title Date --------- ----- ---- * Director, President and Chief Executive August 26, 1997 - - ---------------------------------- Officer (Principal Executive Officer) C. Raymond Larkin, Jr. * Director, Chairman of the Board August 26, 1997 - - ---------------------------------- Burton A. Dole, Jr. * Executive Vice President and Chief August 26, 1997 - - ---------------------------------- Financial Officer (Principal Financial Michael P. Downey & Accounting Officer) * Director August 26, 1997 - - ---------------------------------- Robert J. Glaser, M.D. * Director August 26, 1997 - - ---------------------------------- Frederick M. Grafton
3 - - ---------------------------------- Director August ___, 1997 Donald L. Hammond * Director August 26, 1997 - - ---------------------------------- Riza J. Lavizzo-Mourey, M.D. * Director August 26, 1997 - - ---------------------------------- Thomas A. McDonnell Director August ___, 1997 - - ---------------------------------- Dean O. Morton * Director August 26, 1997 - - ---------------------------------- Edwin E. van Bronkhorst
*By: /s/ LAUREEN DeBUONO ---------------------------------- Laureen DeBuono Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----