-----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, QLn5I3Be+5U82xuo+fGJk4Z5vJffP6PWlT0k48DaVUq6xBvobfcSjPWD67cLZbkl QV52YDeEgATW4XWDQk8JDg== 0000950135-02-004636.txt : 20021025 0000950135-02-004636.hdr.sgml : 20021025 20021025135526 ACCESSION NUMBER: 0000950135-02-004636 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021025 EFFECTIVENESS DATE: 20021025 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: 333-100742 FILM NUMBER: 02798402 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 b44629pcsv8.txt POLYMEDICA CORPORATION As filed with the Securities and Exchange Commission on October 25, 2002 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) THOMAS L. BARRETTE, JR., ESQ. HALE AND DORR LLP 60 STATE STREET BOSTON, MA 02109 (Name and address of agent for service) (617) 526-6000 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ---------------------------------- ----------------- ------------------------- ------------------------- ----------------- Number of Proposed maximum Proposed maximum Amount of Title of securities Shares to offering price aggregate offering registration to be registered be Registered per share price fee - ---------------------------------- ----------------- ------------------------- ------------------------- ----------------- Common Stock $.01 par value 500,000 $28.39(1) $14,195,000 $1,305.94 (including the associated Preferred Stock Purchase Rights) - ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low price of the Registrant's Common Stock as reported on the Nasdaq National Market on October 18, 2002. 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 with the Securities and Exchange Commission on November 6, 2000 by PolyMedica Corporation (the "Registrant"), relating to the Registrant's 2000 Stock Incentive Plan. 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 Woburn, Massachusetts, on the 25th day of October, 2002. POLYMEDICA CORPORATION By: /s/ Samuel L. Shanaman --------------------------------- Samuel L. Shanaman Interim Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of PolyMedica Corporation hereby severally constitute and appoint Samuel L. Shanaman, 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 on our 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 dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Samuel L. Shanaman Interim Chief Executive Officer and October 25, 2002 - ------------------------------ Director (Principal Executive Officer) Samuel L. Shanaman /s/ Eric G. Walters Executive Vice President and Clerk October 25, 2002 - ------------------------------ (Principal Financial Officer) Eric G. Walters
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/s/ Stephen C. Farrell Chief Financial Officer (Principal October 25, 2002 - ------------------------------ Accounting Officer) Stephen C. Farrell /s/ Steven J. Lee Chairman of the Board of Directors October 25, 2002 - ------------------------------ Steven J. Lee /s/ John K. P. Stone, III Vice Chairman of the Board of Directors, October 25, 2002 - ------------------------- General Counsel and Senior Vice President John K. P. Stone, III Director October __, 2002 - ------------------------------ Frank W. LoGerfo /s/ Daniel S. Bernstein Director October 25, 2002 - ------------------------------ Daniel S. Bernstein /s/ Marcia J. Hooper Director October 25, 2002 - ------------------------------ Marcia J. Hooper /s/ Thomas S. Soltys Director October 25, 2002 - ------------------------------- Thomas S. Soltys /s/ Herbert A. Denton Director October 25, 2002 - ------------------------------- Herbert A. Denton Director October __, 2002 - ------------------------------- Edward A. Burkhardt Director October __, 2002 - ------------------------------- Walter R. Maupay, Jr.
- 3 - EXHIBIT INDEX EXHIBIT NO. 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 September 13, 2002, between the Registrant and EquiServe Trust Company, as Rights Agent(2) 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney (Included on Signature Page) (1) Incorporated herein by reference to Exhibit 3.1 and Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the Securities and Exchange Commission on November 14, 2001. (2) Incorporated herein by reference to the Company's Current Report on Form 8-K, dated as of September 12, 2002. - 4 - EX-5.1 3 b44629pcexv5w1.txt OPINION OF HALE AND DORR LLP EXHIBIT 5.1 HALE AND DORR LLP COUNSELLORS AT LAW 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 October 25, 2002 PolyMedica Corporation 11 State Street Woburn, MA 01801 Re: Registration Statement on Form S-8 ---------------------------------- 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 under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 500,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of PolyMedica Corporation, a Massachusetts corporation (the "Company"), issuable under the Company's 2000 Stock Incentive Plan (the "Plan"). We have examined the Certificate of Incorporation 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 copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the 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 the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. Based upon the foregoing, we are of the opinion that the Company has duly authorized for issuance the Shares covered by the Registration Statement to be issued under the Plan, as described in the Registration Statement, and such Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to 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 Securities and Exchange Commission. Very truly yours, /s/ Hale and Dorr LLP HALE AND DORR LLP - 2 - EX-23.2 4 b44629pcexv23w2.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 15, 2002 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, 2002. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts October 22, 2002 -----END PRIVACY-ENHANCED MESSAGE-----