-----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, VqpWZU390X/oGl8WE7LOBygmur9Eg4Nn1mWVEn3CRXg8aaYeB6FuR31/q2MkDLaB trSmdYb2tOwZdYy7FKiQVQ== 0000950135-99-005596.txt : 19991215 0000950135-99-005596.hdr.sgml : 19991215 ACCESSION NUMBER: 0000950135-99-005596 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991214 EFFECTIVENESS DATE: 19991214 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: 333-92695 FILM NUMBER: 99774003 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 POLYMEDICA CORPORATION 1 As filed with the Securities and Exchange Commission on December 14, 1999 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
================================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION BE REGISTERED REGISTERED SHARE PRICE FEE - ---------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 200,000 $15.97(1) $3,194,000.00(1) $844.00 ================================================================================================================
(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 December 10, 1999 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. ================================================================================ 2 Statement of Incorporation by Reference --------------------------- This Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8, File No. 333-66685 filed by the Registrant on November 2, 1998, relating to the Registrant's 1998 Stock Incentive Plan. 2 3 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 14th day of December, 1999. PolyMedica Corporation (registrant) By: /s/ Steven J. Lee ---------------------------------- Steven J. Lee Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) II-1 4 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 December 14, 1999 /s/ Steven J. Lee and Chief Executive Officer - ----------------------- (Principal Executive Officer) Steven J. Lee Chief Financial Officer and Clerk December 14, 1999 /s/ Eric G. Walters (Principal Financial and - ----------------------- Accounting Officer) Eric G. Walters /s/ Thomas S. Soltys Director December 14, 1999 - ----------------------- Thomas S. Soltys /s/ Daniel S. Bernstein Director December 14, 1999 - ----------------------- Daniel S. Bernstein /s/ Frank W. Logerfo Director December 14, 1999 - ----------------------- Frank W. LoGerfo /s/ Marcia J. Hooper Director December 14, 1999 - ----------------------- Marcia J. Hooper /s/ Peter K. Hoffman Director December 14, 1999 - ----------------------- Peter K. Hoffman II-2 5 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). EX-5 2 OPINION OF HALE AND DORR LLP 1 Exhibit 5 HALE AND DORR LLP COUNSELLORS AT LAW www.haledorr.com 60 STATE STREET, BOSTON, MASSACHUSETTS 02109 617-526-6000 - FAX 617-526-5000 December 14, 1999 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 200,000 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 WASHINGTON, DC BOSTON LONDON* - -------------------------------------------------------------------------------- Hale and Dorr LLP Includes Professional Corporations *an independent joint venture firm EX-23.2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 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 6, 1999 relating to the financial statements of PolyMedica Corporation which appears in PolyMedica Corporation's Annual Report on Form 10-K for the year ended March 31, 1999. Boston, Massachusetts December 13, 1999 /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----