-----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, Au8PxiUVeyjC7Gp9KF68MWpwO3o2FvuTOfWIx4lwNmn43X5zn/Jc4VKtwTu1XBXN vcU5Di2HXeDFf/RlhlB1tA== 0000950135-98-005626.txt : 19981104 0000950135-98-005626.hdr.sgml : 19981104 ACCESSION NUMBER: 0000950135-98-005626 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981102 EFFECTIVENESS DATE: 19981102 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: SEC FILE NUMBER: 333-66685 FILM NUMBER: 98736539 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 FORM S-8 1 As filed with the Securities and Exchange Commission on November 2, 1998 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) 1998 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, 315,000 $9.35(1) $2,945,250.00(1) $819 $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 American Stock Exchange on October 28, 1998 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. ================================================================================ 2 PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Registrant's 1998 Stock Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents, which are filed with the Securities and Exchange Commission (the "Commission"), are incorporated in this Registration Statement by reference: (1) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report or the prospectus referred to in (1) above. (3) The description of the common stock of the Registrant, $0.01 par value per share (the "Common Stock"), contained in the Registration Statement on Form 8-A filed under the Exchange Act relating to such common stock, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 2 3 Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Article 6 of the Company's Restated Articles of Organization (the "Articles") provides that the Company shall indemnify each person who is or was, or has agreed to become, a director or officer of the Company, and each person who is or was serving, or has agreed to serve, at the request of the Company, as a director or officer of, or in a similar capacity with, another organization or in any capacity with respect to any employee benefit plan of the corporation, against all liabilities, costs and expenses, including attorneys' fees, reasonably incurred by any such persons in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, and any appeal therefrom, in which they may be involved by reason of being or having been such a director or officer, or by reason of any action taken or not taken in such capacity, except with respect to any matter as to which such person shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Company or, to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. In addition, the corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Company or other persons serving the Company, and such rights may be equivalent to, or greater or less than, those granted to directors and officers. The provisions in the Company's Articles pertaining to indemnification may not be amended and no provision inconsistent therewith may be adopted without the approval of the holders of at least two-thirds (2/3rds) majority of the voting power of the Company. Section 67 of Chapter 156B of the Massachusetts Business Corporation Law authorizes a corporation to indemnify its directors, officers, employees and other agents unless such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation. Item 7. Exemption from Registration Claimed Not applicable. 3 4 Item 8. Exhibits The Exhibit Index immediately preceding the exhibits to this Registration Statement is incorporated herein by reference. Item 9. Undertakings 1. The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (i) and (ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's 4 5 annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 6 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 30th day of October, 1998. PolyMedica Corp. (registrant) By: /s/Steven J. Lee --------------------------- Steven J. Lee Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) 6 7 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 October 30, 1998 /s/ Steven J. Lee Chief Executive Officer (Principal - ------------------------ Executive Officer) Steven J. Lee Chief Financial Officer, Treasurer and October 30, 1998 /s/ Eric G. Walters Clerk (Principal Financial and - ------------------------ Accounting Officer) Eric G. Walters /s/ Thomas S. Soltys Director October 26, 1998 - ------------------------- Thomas S. Soltys /s/ Daniel S. Bernstein Director October 30, 1998 - ------------------------- Daniel S. Bernstein /s/ Frank W. LoGerfo Director October 27, 1998 - ------------------------ Frank W. LoGerfo /s/ Marcia J. Hooper Director October 30, 1998 - ------------------------- Marcia J. Hooper /s/ Peter K. Hoffman Director October 26, 1998 - ------------------------ Peter K. Hoffman
7 8 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 Specimen Certificate for shares of Common Stock, $.01 par value per share, of the Registrant (1) 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 exhibits to the Company's Registration Statement on Form S-1 (File No. 33-45425). 8 EX-5 2 OPINION OF HALE & DORR LLP 1 Exhibit 5 HALE & DORR LLP 60 State Street, Boston, Massachusetts 02109 617-526-6000 o fax 617-526-5000 October 28, 1998 PolyMedica Corporation 11 State Street Woburn, MA 01801 Re:1998 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 315,000 shares (the "Shares") of Common Stock, $.01 par value per share, of PolyMedica Corporation, a Massachusetts corporation (the "Company"), issuable under the Company's 1998 Stock Incentive Plan (the "Plan"). We have examined the Articles of Organization of the Company, the By-laws of the Company (each as amended to date), and originals, or copies certified in 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 examination of the foregoing documents, we have assumed the genuineness of all signatures and 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 facsimile copies, and the authenticity of the originals of any such documents. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan and at a price per share in excess of the par value per share for such Shares, will be legally 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. Very truly yours, /s/ Hale and Dorr LLP ---------------------- HALE AND DORR LLP EX-23.2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.2 Consent of Independent Accountants We consent to the incorporation by reference in this registration statement on Form S-8 of PolyMedica Corporation (the "Company") pertaining to the Company's 1998 Stock Incentive Plan of our report dated May 6, 1998, which report is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998. Boston, Massachusetts October 30, 1998 /s/ PricewaterhouseCoopers LLP ------------------------------- PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----