-----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, F2w8/fJfjNXjN3CeAs1ZRGSnZGBthLNTua7DBRre8djnRoVL5hHdJev18tSrsuAe lRZdG+LGASFOPZ20UMQJmQ== 0000950120-98-000018.txt : 19980122 0000950120-98-000018.hdr.sgml : 19980122 ACCESSION NUMBER: 0000950120-98-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980121 EFFECTIVENESS DATE: 19980121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MUREX TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000864964 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44629 FILM NUMBER: 98510476 BUSINESS ADDRESS: STREET 1: 3075 NORTHWOODS CIRCLE CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 4046620660 MAIL ADDRESS: STREET 1: 3075 NORTHWOODS CIRCLE CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: MUREX CLINICAL TECHNOLOGIES CORP DATE OF NAME CHANGE: 19600201 S-8 1 FORM S-8 OF INTERNATIONAL MUREX TECHNOLOGIES CORP. As Filed With the Securities and Exchange Commission on January 21, 1998 Registration No.333- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 International Murex Technologies Corporation ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) British Columbia, Canada ----------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) N/A ----------------------------------------------------------------- (I.R.S. employer identification no.) 2255 B. Queen Street, East, Suite 828 Toronto, Ontario, Canada M4E1G3 ----------------------------------------------------------------- (Address of principal executive offices) (Zip code) International Murex Technologies Corporation Amended and Restated ----------------------------------------------------------------- Employee Stock Purchase Plan ---------------------------- (Full title of the plan) Jill A. Gilmer Secretary 2255 B. Queen Street, East, Suite 828 Toronto, Ontario, Canada M4E1G3 ----------------------------------------------------------------- (Name and address of agent for service) (519) 836-8016 ----------------------------------------------------------------- Telephone number, including area code, of agent for service Copy to: Bruce A. Rich, Esq. Reid & Priest LLP 40 W. 57th Street New York, NY 10019 CALCULATION OF REGISTRATION FEE ======================================================================== Proposed Proposed Proposed Title maximum maximum of securities offering aggregate Amount of to be Amount to be price per offering registration registered registered (1) share(2) price fee ------------------------------------------------------------------------ Common Stock, 500,000 no par value shares $9.34 $4,670,000.00 $1,377.65 ======================================================================== (1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction. (2) Estimated for the sole purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. INTERNATIONAL MUREX TECHNOLOGIES CORPORATION INTERNATIONAL MUREX TECHNOLOGIES CORPORATION AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is prepared pursuant to General Instruction E to Form S-8. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference into this Registration Statement: (a) The Registration Statement on Form S-8 (File No. 33- 69116) of International Murex Technologies Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "Commission") on September 13, 1993, to register 100,000 shares of the Common Stock, no par value ("Common Stock"), underlying the Company's Employee Stock Purchase Plan. ITEM 8. EXHIBITS. Exhibit No. Description ---------- ----------- 5* Opinion of Reid & Priest LLP 10 International Murex Technologies Corporation Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Schedule A to the Company's Proxy Statement, dated April 3, 1997). 23(a)* Consent of Deloitte & Touche LLP 23(b)* Consent of Reid & Priest LLP (included in Exhibit 5). 24* Power of Attorney (included on signature page of this Registration Statement on Form S-8). -------------------------- * Filed herewith. II-1 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 Toronto, British Columbia, Canada on the 16th day of January, ---- 1998. INTERNATIONAL MUREX TECHNOLOGIES CORPORATION By: /s/ C. Robert Cusick ----------------------------------------- C. Robert Cusick, President and Chief Executive Officer POWER OF ATTORNEY Each director and/or officer of the Company whose signature appears below hereby appoints C. Robert Cusick as his attorney- in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Commission, any and all amendments, including post-effective amendments, to this Registration Statement. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/C. Robert Cusick President, Chief January 16, 1998 ----------------------------- Executive Officer C. Robert Cusick and Director /s/Steven C. Ramsey Chief Financial January 16, 1998 ----------------------------- Officer Steven C. Ramsey /s/ F. Michael P. Warren Chairman of the January 16, 1998 ----------------------------- Board F. Michael P. Warren /s/J. Trevor Eyton Director January 16, 1998 ----------------------------- J. Trevor Eyton /s/Thomas L. Gavan Director January 16, 1998 ----------------------------- Thomas L. Gavan /s/Norbert J. Gilmore Director January 16, 1998 ----------------------------- Norbert J. Gilmore /s/Jay A. Lefton Director January 16, 1998 ----------------------------- Jay A. Lefton /s/Hartland M. Macdougall Director January 16, 1998 ----------------------------- Hartland M. Macdougall /s/Stanley E. Read Director January 16, 1998 ----------------------------- Stanley E. Read /s/Victor A. Rice Director January 16, 1998 ----------------------------- Victor A. Rice II-2 INDEX TO EXHIBITS INTERNATIONAL MUREX TECHNOLOGIES CORPORATION -------------------------------------------- Exhibit No. Description -------- ----------- 5 Opinion of Reid & Priest LLP. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Reid & Priest LLP (included in Exhibit 5). 24 Power of Attorney (included on signature page of this Registration Statement on Form S-8). EX-5 2 EXHIBIT 5 REID & PRIEST LLP 40 West 57th Street New York, NY 10019-4097 Telephone 212 603-2000 Fax 212 603-2001 (212) 603-6791 New York, New York December 17, 1997 International Murex Technologies Corporation 2255 B. Queen Street, East, Suite 828 Toronto, Ontario, Canada M4E1G3 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as counsel to International Murex Technologies Corporation, a British Columbia, Canada corporation (the "Registrant"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") in accordance with General Instruction E of Form S- 8, with respect to the registration under the Securities Act of 1933, as amended (the "Act"), of an additional 500,000 shares (the "Shares") of the Registrant's Common Stock, no par value, underlying the Registrant's Amended and Restated Employee Stock Purchase Plan (the "Plan"). For purposes of this opinion, we have examined the Registration Statement, the Certificate of Incorporation, as amended, and the By-Laws of the Registrant and such documents, records, agreements, proceedings and legal matters as we have deemed necessary to examine. With respect to any documents or other corporate records which we have examined, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, and the conformity to the original documents submitted to us as certified or photostatic copies. Based upon the foregoing and subject to the qualifications stated herein we are of the opinion that: 1. The Registrant is a corporation duly organized, validly existing and in good standing under the laws of the Province of British Columbia, Canada. 2. The Shares included in the Registration Statement, when issued and delivered in accordance with the Plan and when the consideration shall have been paid for the Shares in accordance with the terms of the Plan, will be duly authorized and validly issued, and fully paid and non-assessable. We are members of the Bar of the State of New York and do not hold ourselves out as experts concerning, or qualified to render opinions with respect to any laws other than the laws of the State of New York and the Federal laws of the United States. In connection with opinions expressed herein we have relied as to matters of law of the Province of British Columbia, Canada upon the opinion letter of DuMoulin Black. A copy of such opinion letter is attached hereto and our opinion is subject to the qualifications and limitations set forth in such opinion, which limitations and qualifications are incorporated by reference herein by reference. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Reid & Priest LLP Reid & Priest LLP [Letterhead of DuMoulin Black] File No. 602-1-3 December 19, 1997 Reid & Priest LLP 40 West 57th Street New York, New York 10019 Re: International Murex Technologies Corporation Registration Statement on Form S-8 -------------------------------------------------- Gentlemen: We have been requested by International Murex Technologies Corporation, a British Columbia, Canada corporation (the "Registrant"), to furnish our legal opinion to you in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") in accordance with General Instruction E of Form S-8, with respect to the registration under the Securities Act of 1933, as amended (the "Act"), of an additional 500,000 shares (the "Shares") of the Registrant's Common Stock, no par value, underlying the Registrant's Amended and Restated Employee Stock Purchase Plan (the "Plan"). For purposes of this opinion, we have examined the Registration Statement, the Certificate of Incorporation, as amended, and the Articles of the Registrant, and such documents, records, agreements, proceedings and legal matters as we have deemed necessary to examine. With respect to any documents or other corporate records which we have examined, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified or photostatic copies. Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that: 1. The Registrant is a corporation duly organized, validly existing, and in good standing in respect to the filing of Annual Reports under the laws of the Province of British Columbia, Canada. 2. The Shares included in the Registration Statement, when issued and delivered in accordance with the Plan and when consideration shall have been paid for the Shares in accordance with the terms of the Plan, will be duly authorized and validly issued, and fully paid and non- assessable. We understand that you will be relying upon this opinion to enable you to opine as to the validity of the Shares to be registered, and that your opinion will be included as an exhibit to the Registration Statement. We hereby consent to such reliance. Very truly yours, /s/DuMoulin Black EX-23 3 EXHIBIT 23(A) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of International Murex Technologies Corporation (the "Company") on Form S-8 of our report dated February 21, 1997 appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 1996, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Atlanta, Georgia January 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----