-----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, Rgv3aYQoBdcdgmmCeaXIETkzJ7rE1JTqq6dG0JmVtoA6NrDEemrQKAUeEVu41vYf iORmR+mkZ8NP2JAdPSJ54w== 0000950135-98-006142.txt : 19981207 0000950135-98-006142.hdr.sgml : 19981207 ACCESSION NUMBER: 0000950135-98-006142 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981204 EFFECTIVENESS DATE: 19981204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZOLL MEDICAL CORPORATION CENTRAL INDEX KEY: 0000887568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042711626 STATE OF INCORPORATION: MA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-68403 FILM NUMBER: 98764272 BUSINESS ADDRESS: STREET 1: 32 SECOND AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803-4420 BUSINESS PHONE: 6172290020 MAIL ADDRESS: STREET 1: 32 SECOND AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803-4420 S-8 1 ZOLL MEDICAL CORPORATION 1 As filed with the Securities and Exchange Commission on December 4, 1998 REGISTRATION STATEMENT NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ ZOLL MEDICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2711626 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 32 SECOND AVENUE, NORTHWEST PARK BURLINGTON, MA 01803 (781) 229-0020 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ZOLL MEDICAL CORPORATION 1992 STOCK OPTION PLAN (FULL TITLE OF THE PLAN) ------------------------------------ RICHARD A. PACKER PRESIDENT AND CHIEF OPERATING OFFICER ZOLL MEDICAL CORPORATION 32 SECOND AVENUE, NORTHWEST PARK BURLINGTON, MA 01803 (781) 229-0020 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------------------ With a copy to: RAYMOND C. ZEMLIN, P.C. GOODWIN, PROCTER & HOAR LLP EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 (617) 570-1000 ------------------------------------ CALCULATION OF REGISTRATION FEE ====================================================================================================================================
Title of Securities Being Amounts to be Proposed Maximum Proposed Maximum Amount of Registered Registered(1) Offering Price Per Share(2) Aggregate Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.02 200,000 $9.75 $1,950,000 $543 per share ====================================================================================================================================
(1) This Registration Statement also relates to such indeterminate number of additional shares of Zoll Medical Corporation Common Stock as may be required pursuant to the Zoll Medical Corporation 1992 Stock Option Plan, as amended, in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under the plan or other similar event. (2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of the high and low prices for the Registrant's Common Stock, par value $0.02 per share, as reported on The Nasdaq National Market on December 2, 1998. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Pursuant to General Instruction E. of Form S-8, Zoll Medical Corporation (the "Registrant") hereby incorporates by reference the contents of the Registrant's Registration Statement on Form S-8 (No. 33-56244) as previously filed with the Securities and Exchange Commission on December 23, 1992. This Registration Statement is being filed to register an additional 200,000 shares of the Registrant's Common Stock subject to issuance under the Registrant's 1992 Stock Option Plan. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares to be offered hereby will be passed upon for the Registrant by Goodwin, Procter & Hoar LLP Boston, Massachusetts, counsel to the Registrant. A professional corporation controlled by Raymond C. Zemlin, the Clerk of the Registrant, is a partner of Goodwin, Procter & Hoar LLP which receives compensation from the Registrant for rendering legal services. Item 8. EXHIBITS. (a) The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement. Exhibit - ------- 5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 10.1* Zoll Medical Corporation 1992 Stock Option Plan. 10.2** First Amendment to Zoll Medical Corporation 1992 Stock Option Plan. 10.3 Second Amendment to Zoll Medical Corporation 1992 Stock Option Plan. 23.1 Consent of Independent Auditors, Ernst & Young LLP. 23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included in Part II of this Registration Statement). - ------------ * Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-8, SEC File No. 33-56244. ** Incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-8, SEC File No. 33-90764. 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 Town of Burlington, The Commonwealth of Massachusetts, on this 19th day of November, 1998. ZOLL MEDICAL CORPORATION By: /s/ Richard A. Packer -------------------------------------- Richard A. Packer President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below constitutes and appoints Richard A. Packer and Raymond C. Zemlin, and each of them, as her or his true and lawful attorney-in-fact and agent, with full power of substitution, for her or him and in her or his name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her or his substitute, may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- /s/ Rolf S. Stutz Chairman of the Board and November 19, 1998 - ------------------------------- Chief Executive Officer Rolf S. Stutz /s/ Richard A. Packer President, Chief Operating Officer November 19, 1998 - ------------------------------- and Director (Principal Executive Richard A. Packer Officer and Acting Principal Accounting Officer) /s/ Willard M. Bright Director November 19, 1998 - ------------------------------- Willard M. Bright /s/ Thomas M. Claflin, II Director November 19, 1998 - ------------------------------- Thomas M. Claflin, II /s/ M. Stephen Heilman Director November 19, 1998 - ------------------------------- M. Stephen Heilman
3 4 /s/ Noah T. Herndon Director November 19, 1998 - ------------------------------- Noah T. Herndon /s/ Daniel M. Mulvena Director November 19, 1998 - ------------------------------- Daniel M. Mulvena 4 5 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5.1 Opinion of Counsel as to the legality of the securities being registered. 10.1* Zoll Medical Corporation 1992 Stock Option Plan. 10.2** First Amendment to Zoll Medical Corporation 1992 Stock Option Plan. 10.3 Second Amendment to Zoll Medical Corporation 1992 Stock Option Plan. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included in Part II of this Registration Statement). - -------------- * Incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-8, SEC File No. 33-56244. ** Incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-8, SEC File No. 33-90764. 5 EX-5.1 2 OPINION OF GOODWIN, PROCTER & HOAR LLP 1 EXHIBIT 5.1 November 24, 1998 Zoll Medical Corporation 32 Second Avenue, Northwest Park Burlington, MA 01803 Ladies and Gentlemen: Re: Registration Statement on Form S-8 ---------------------------------- This opinion is delivered in our capacity as counsel to Zoll Medical Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") of a Registration Statement on Form S-8 (the "Registration Statement") relating to an additional 200,000 shares of Common Stock, par value $0.02 per share (the "Registered Shares") which the Company may issue pursuant to the Company's 1992 Stock Option Plan (the "Plan"). As counsel for the Company, we have examined a copy of the Plan, as amended to date, and the Company's Restated Articles of Organization and the Amended and Restated By-laws, each as presently in effect, and such records, certificates and other documents of the Company as we have deemed necessary or appropriate for the purposes of this opinion. We are attorneys admitted to practice in The Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America and The Commonwealth of Massachusetts. Based on the foregoing, we are of the opinion that upon the issuance and delivery of the Registered Shares against payment therefor in accordance with the terms of the Plan and any agreement thereunder, the Registered Shares will be legally issued, fully paid and non-assessable shares of the Company's Common Stock under the General Corporation Law of the Commonwealth of Massachusetts. The foregoing assumes all requisite steps will be taken to comply with the requirements of the Act, applicable requirements of state laws regulating the offer and sale of securities and applicable requirements of The Nasdaq Stock Market. We hereby consent to being named as counsel to the Company in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ GOODWIN, PROCTER & HOAR LLP GOODWIN, PROCTER & HOAR LLP 6 EX-10.3 3 SECOND AMENDMENT TO 1992 STOCK OPTION PLAN 1 EXHIBIT 10.3 SECOND AMENDMENT TO ZOLL MEDICAL CORPORATION 1992 STOCK OPTION PLAN WHEREAS, the Zoll Medical Corporation 1992 Stock Option Plan (the "Plan") was adopted by the Board of Directors and the stockholders of Zoll Medical Corporation (the "Company") on April 22, 1992 as a performance incentive for officers, employees, consultants and other key persons of the Company; WHEREAS, Section 3(a) of the Plan provides that the total number of shares of the Company's common stock, $.02 par value per share (the "Common Stock"), which may be issued pursuant to stock options granted under the Plan shall not exceed an aggregate of 450,000 shares of Common Stock; WHEREAS, an amendment to the Plan authorizing the issuance of an additional 300,000 shares of Common Stock pursuant to the Plan was approved by the Board of Directors of the Company on November 14, 1994 and was thereafter approved by the stockholders of the Company on January 30, 1995 (the "First Amendment"); WHEREAS, as a result of the Company's growth during the period following the adoption of the Plan and the adoption of the First Amendment, the Board of Directors of the Company believes that the number of shares of Common Stock remaining available for issuance under the Plan has become insufficient for the Company's current and anticipated future needs; WHEREAS, Section 10 of the Plan provides that the Board of Directors of the Company may amend the Plan at any time, subject to certain conditions set forth therein; and WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to amend the Plan to provide that an additional 200,000 shares of Common Stock be made available for issuance under the Plan. NOW, THEREFORE: 1. AMENDMENT OF PLAN. Section 3(a) of the Plan is hereby amended and restated to provide in its entirety as follows: (a) The stock granted under the Plan, or subject to the options granted under the Plan, shall be shares of the Company's 7 2 authorized but unissued common stock, par value $.02 per share (the "Common Stock"). The total number of shares that may be issued under the Plan shall not exceed an aggregate of 950,000 shares of Common Stock. Such number shall be subject to adjustment as provided in Section 7 hereof. 2. EFFECTIVE DATE OF AMENDMENT. This Second Amendment to the Plan shall become effective upon the date that it is adopted by the Board of Directors of the Company; provided, however, that this Second Amendment shall be subject to the approval of the Company's stockholders in accordance with applicable laws and regulations at an annual or special meeting held within twelve months of such effective date. No stock option granted under the Plan prior to such stockholder approval may be exercised to the extent that the number of shares of Common Stock then available for issuance under the Plan, without giving effect to this Second Amendment, shall be less than the number of shares of Common Stock proposed to be purchased pursuant to such exercise. IN WITNESS WHEREOF, this Second Amendment to the Plan has been adopted by the Board of Directors of the Company this 21st day of November, 1996, to be submitted for approval by the Company's stockholders at the Company's 1997 Annual Meeting of Stockholders to be held on February 4, 1997. 8 EX-23.1 4 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Forms S-8) pertaining to the Zoll Medical Corporation 1992 Stock Option Plan and Non-Employee Directors' Stock Option Plan of our reports dated November 20, 1997, with respect to the consolidated financial statements of Zoll Medical Corporation included in its Annual Report and Form 10-K for the year ended September 27, 1997 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Boston, Massachusetts December 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----