-----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, P2W9+7nV0U6NTSz3pyAzp3G5UE/TyzeUlwOsRECnzOrBKaLqwtG2Sgth8INaMfxB NEP4NefVcja4J7ALTv4HYg== 0000950135-01-503732.txt : 20020412 0000950135-01-503732.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950135-01-503732 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011129 EFFECTIVENESS DATE: 20011129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLYMEDICA CORP CENTRAL INDEX KEY: 0000878748 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043033368 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74156 FILM NUMBER: 1802424 BUSINESS ADDRESS: STREET 1: 11 STATE ST CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6179332020 MAIL ADDRESS: STREET 1: 11 STATE STREET CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: POLYMEDICA INDUSTRIES INC DATE OF NAME CHANGE: 19930328 S-8 1 b41095pms-8.txt POLYMEDICA CORPORATION As filed with the Securities and Exchange Commission on November 29, 2001 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POLYMEDICA CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-3033368 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 11 STATE STREET, WOBURN, MASSACHUSETTS 01801 (Address of Principal Executive Offices) (Zip Code) 2000 STOCK INCENTIVE PLAN (Full title of the plan) JOHN K.P. STONE III, ESQ., HALE AND DORR LLP 60 STATE STREET BOSTON, MASSACHUSETTS 02109 (Name and address of agent for service) (617) 526-6000 (Telephone number, including area code, of agent for service) ================================================================================ CALCULATION OF REGISTRATION FEE
========================== ===================== ========================= ======================= ================ Title of securities to Amount to be Proposed maximum Proposed maximum Amount of be registered registered offering price per share aggregate offering registration price fee ========================== ===================== ========================= ======================= ================ Common Stock, 600,000 shares $22.93(1) $13,758,000(1) $3,288.16 $0.01 par value ========================== ===================== ========================= ======================= ================
(1) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on November 26, 2001 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. ================================================================================ Statement of Incorporation by Reference This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-49356, filed by the Registrant on November 6, 2000, relating to the Registrant's 2000 Stock Incentive Plan. 2 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 Woburn, Massachusetts, on the 29th day of November, 2001. PolyMedica Corp. (registrant) By: /s/ Steven J. Lee --------------------------- Steven J. Lee Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) 3 POWER OF ATTORNEY We, the undersigned officers and directors of PolyMedica Corporation, hereby severally constitute Steven J. Lee, Eric G. Walters and John K.P. Stone III, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable PolyMedica Corporation to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date Chairman of the Board of Directors and November 29, 2001 /s/ Steven J. Lee Chief Executive Officer (Principal - ------------------------- Executive Officer) Steven J. Lee Executive Vice President and November 29, 2001 /s/ Eric G. Walters Clerk (Principal Financial - ------------------------- Officer) Eric G. Walters /s/ Stephen C. Farrell Chief Financial Officer November 9, 2001 - ------------------------- (Principal Accounting Officer) Stephen C. Farrell /s/ Thomas S. Soltys Director November 12, 2001 - ------------------------- Thomas S. Soltys /s/ Daniel S. Bernstein Director November 29, 2001 - ------------------------- Daniel S. Bernstein /s/ Frank W. LoGerfo Director November 29, 2001 - ------------------------- Frank W. LoGerfo /s/ Marcia J. Hooper Director November 29, 2001 - ------------------------- Marcia J. Hooper /s/ Herbert A. Denton Director November 29, 2001 - ------------------------- Herbert A. Denton /s/ Samuel L. Shanaman Director November 29, 2001 - ------------------------- Samuel L. Shanaman
4 EXHIBIT INDEX Exhibit Number Description ------- ----------- 4.1 Restated Articles of Organization of the Registrant (1) 4.2 Restated By-Laws of the Registrant (1) 4.3 Rights Agreement dated as of January 23, 1992 by and between the Registrant and the First National Bank of Boston (2) 4.4 Amendment No. 1 dated December 9, 1999, amending the Rights Agreement dated as of January 23, 1992 between the Registrant and BankBoston, N.A. (3) 5 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP 24 Power of Attorney (included on the signature page of this Registration Statement) - ----------------------- (1) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed November 14, 2001. (2) Incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed March 13, 1992. (3) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, filed February 14, 2000. 5 EX-5 3 b41095pmex5.txt OPINION OF HALE & DORR LLP Exhibit 5 HALE AND DORR LLP COUNSELLORS AT LAW www.haledorr.com 60 State Street, Boston, Massachusetts 02109 617-526-6000 o fax 617-526-5000 November 29, 2001 PolyMedica Corporation 11 State Street Woburn, MA 01801 Re: 2000 Stock Incentive Plan Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 600,000 shares (the "Shares") of Common Stock, $.01 par value per share, of PolyMedica Corporation, a Massachusetts corporation (the "Company"), issuable under the Company's 2000 Stock Incentive Plan (the "Plan"). We have examined the Articles of Organization and By-laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic of other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We assume that appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP ---------------------- HALE AND DORR LLP EX-23.2 4 b41095pmex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 14, 2001 relating to the consolidated financial statements and consolidated financial statement schedule, which appears in PolyMedica Corporation's Annual Report on Form 10-K for the year ended March 31, 2001. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts November 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----