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).