-----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, HNOVehzuZy4WxE6lkJUY1QBcgla0n+g8Y9RgWTxnTSKP6hYnPLy/2LgAHYxd9zvq 3Fs8gqutSmSLYkUu2/+jyA== 0000950134-03-000511.txt : 20030114 0000950134-03-000511.hdr.sgml : 20030114 20030114123303 ACCESSION NUMBER: 0000950134-03-000511 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030114 EFFECTIVENESS DATE: 20030114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION CENTRAL INDEX KEY: 0000868368 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411613227 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102498 FILM NUMBER: 03513140 BUSINESS ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 BUSINESS PHONE: 5075339600 MAIL ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 S-8 1 c73992sv8.txt FORM S-8 As filed with the Securities and Exchange Commission on January 14, 2003 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------------- ROCHESTER MEDICAL CORPORATION (Exact name of registrant as specified in its charter) Minnesota 41-1613227 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Rochester Medical Drive Stewartville, Minnesota 55976 55976 (Address of principal executive offices) (Zip Code) ROCHESTER MEDICAL CORPORATION 1991 STOCK OPTION PLAN (Full title of the plan) Anthony J. Conway Copy to: Chief Executive Officer Jonathan B. Abram Rochester Medical Corporation Dorsey & Whitney LLP One Rochester Medical Drive Pillsbury Center South Stewartville, Minnesota 55976 220 South Sixth Street (Name and address of agent for service) Minneapolis, Minnesota 55402-1498 (507) 533-9600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
========================= ====================== ======================= ====================== ====================== Title of Proposed Proposed securities maximum maximum to be Amount offering aggregate Amount of registered to be price per offering registration Registered(1) share(1) price(1) fee ========================= ====================== ======================= ====================== ====================== Common Stock (no par value) 300,000 shares $5.22 $1,566,000 $145 ========================= ====================== ======================= ====================== ======================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended. The proposed maximum offering price is based upon options to purchase 300,000 shares of the Registrant's Common Stock with an approximate weighted average stock exercise price of $5.22 per share. Pursuant to General Instruction E of the General Instructions to Form S-8, this Registration Statement incorporates by reference the Registrant's Registration Statement on Form S-8 (File No. 333-10261), which relates to the issuance and sale from time to time of an aggregate of up to 700,000 shares of the Registrant's Common Stock upon the exercise of options granted under the Registrant's 1991 Stock Option Plan. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS. -------- 5.1 Opinion and Consent of Dorsey & Whitney LLP. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 to the Company's Registration Statement on Form S-8, Registration No. 333-10261).
II-1 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Stewartville, State of Minnesota, on the 14th day of January, 2003. ROCHESTER MEDICAL CORPORATION By: /s/ Anthony J. Conway ------------------------------- Anthony J. Conway Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on the 14th day of January, 2003, by the following persons in the capacities and on the date indicated.
Signature Title --------- ----- /s/ Anthony J. Conway - ------------------------------------------ Chairman of the Board, Chief Executive Officer and Director Anthony J. Conway (principal executive officer) /s/ David A. Jonas Chief Financial Officer and Treasurer - ------------------------------------------ (principal financial officer and principal accounting officer) David A. Jonas * Vice President, Production Technologies, and Director - ------------------------------------------ Philip J. Conway * Vice President, Research and Development, and Director - ------------------------------------------ Richard D. Fryar * Director - ------------------------------------------ Darnell L. Boehm * Director - ------------------------------------------ Peter R. Conway * Director - ------------------------------------------ Roger W. Schnobrich Director - ------------------------------------------ Benson F. Smith *By: /s/ Anthony J. Conway ------------------------------------- Anthony J. Conway Attorney-in-Fact
EXHIBIT INDEX
Exhibit Page ------- ---- 5.1 Opinion and Consent of Dorsey & Whitney LLP. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
EX-5.1 3 c73992exv5w1.txt OPINION/CONSENT OF DORSEY & WHITNEY LLP EXHIBIT 5.1 [Letterhead of Dorsey & Whitney LLP] Rochester Medical Corporation One Rochester Medical Drive Stewartville, Minnesota 55976 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Rochester Medical Corporation, a Minnesota corporation (the "Company"), and have advised the Company in connection with a registration statement on Form S-8 relating to the sale by the Company from time to time of up to 300,000 shares (the "Shares") of common stock, no par value per share, of the Company ("Common Stock") issuable under the Rochester Medical Corporation 1991 Stock Option Plan (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable. Our opinions expressed above are limited to the laws of the State of Minnesota. We hereby consent to the filing of this opinion as an exhibit to the registration statement on Form S-8 of the Company relating to the Shares. Dated: January 14, 2003 Very truly yours, /s/ Dorsey & Whitney LLP JBA EX-23.1 4 c73992exv23w1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Rochester Medical Corporation 1991 Stock Option Plan of our report dated October 18, 2002, with respect to the financial statements and schedule of Rochester Medical Corporation included in its Annual Report (Form 10-K) for the year ended September 30, 2002, filed with the Securities and Exchange Commission. Minneapolis, Minnesota January 13, 2003 -----END PRIVACY-ENHANCED MESSAGE-----