-----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, Ig/vG9z0+Q8k931XzxHnvFUPwuHdvPQSON+olBo+7l3B1/6LwtnsN97bygALQrRB FuCJX28cC3u12XLeBCvYxA== 0000950135-00-001022.txt : 20000224 0000950135-00-001022.hdr.sgml : 20000224 ACCESSION NUMBER: 0000950135-00-001022 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-94793 FILED AS OF DATE: 20000223 EFFECTIVENESS DATE: 20000223 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-3MEF SEC ACT: SEC FILE NUMBER: 333-30908 FILM NUMBER: 550988 BUSINESS ADDRESS: STREET 1: 32 SECOND AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803-4420 BUSINESS PHONE: 7812290020 MAIL ADDRESS: STREET 1: 32 SECOND AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803-4420 S-3MEF 1 ZOLL MEDICAL CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2000 REGISTRATION STATEMENT NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ZOLL MEDICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2711626 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
32 SECOND AVENUE BURLINGTON, MA 01803 (781) 229-0020 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ RICHARD A. PACKER CHAIRMAN AND CHIEF EXECUTIVE OFFICER ZOLL MEDICAL CORPORATION 32 SECOND AVENUE BURLINGTON, MA 01803 (781) 229-0020 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: RAYMOND C. ZEMLIN, P.C. JOHN W. WHITE GOODWIN, PROCTER & HOAR LLP CRAVATH, SWAINE & MOORE EXCHANGE PLACE 825 EIGHTH AVENUE BOSTON, MASSACHUSETTS 02109-2881 NEW YORK, NY 10013 (617) 570-1000 (212) 474-1000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as possible after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is used to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 333-94793 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TITLE OF SHARES BEING REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.02 per share(3)... 115,000 $41.75 $4,801,250 $1,268 - -------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------
(1) Includes 15,000 shares of common stock which the Underwriters have the option to purchase solely to cover over-allotments, if any. (2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 based on the average high and low trading prices of the common stock, as reported on the Nasdaq National Market, on February 22, 2000. (3) This Registration Statement also relates to the rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Registrant which are attached to all shares of Common Stock issued, pursuant to the terms of the Registrant's Shareholder Rights Agreement dated as of June 8, 1998. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates for the Common Stock and will be transferred with and only with such Common Stock. Because no separate consideration is paid for the rights, the registration fee therefore is included in the fee for the Common Stock. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This registration statement is being filed with respect to the registration of additional shares of common stock, par value $.02 per share, of ZOLL Medical Corporation, a corporation organized under the laws of the Commonwealth of Massachusetts (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the registration statement of the Company (File No. 333-94793), as amended, which was declared effective on February 22, 2000 (the "Earlier Registration Statement"), including the exhibits thereto, are incorporated by reference into this registration statement. The form of prospectus contained in such Earlier Registration Statement will reflect the aggregate amount of securities registered in this Registration Statement and the Earlier Registration Statement. 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, The Commonwealth of Massachusetts on February 22, 2000. ZOLL MEDICAL CORPORATION By: /s/ RICHARD A. PACKER ------------------------------------ Richard A. Packer Chief Executive Officer and President 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.
SIGNATURE CAPACITY DATE - --------- -------- ---- /s/ RICHARD A. PACKER Chief Executive Officer, February 22, 2000 - --------------------------------------------------- President and Director Richard A. Packer (Principal Executive Officer) /s/ A. ERNEST WHITON Chief Financial Officer February 22, 2000 - --------------------------------------------------- (Principal Financial and A. Ernest Whiton Accounting Officer) * Director February 22, 2000 - --------------------------------------------------- Willard M. Bright * Director February 22, 2000 - --------------------------------------------------- Thomas M. Claflin, II * Director February 22, 2000 - --------------------------------------------------- James W. Biondi * Director February 22, 2000 - --------------------------------------------------- M. Stephen Heilman * Director February 22, 2000 - --------------------------------------------------- Daniel M. Mulvena Director February 22, 2000 - --------------------------------------------------- Benson F. Smith * /s/ A. ERNEST WHITON - --------------------------------------------------- A. Ernest Whiton, Attorney-in-Fact
II-4 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the validity of the shares of common stock being offered. 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Ernst & Young LLP. 24.1* Powers of Attorney.
- --------------- * Incorporated by reference to the registrant's registration statement filed on Form S-3, File No. 333-94793. EX-5.1 2 OPINION OF GOODWIN, PROCTER & HOAR LLP 1 EXHIBIT 5.1 February 22, 2000 Zoll Medical Corporation 32 Second Avenue Northwest Park Burlington, MA 01803 Re: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: 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-3 (the "Registration Statement") relating to 115,000 shares of Common Stock, par value $.02 per share (the "Registered Shares"), including 15,000 shares which the Underwriters (as defined below) have an option to purchase solely for the purpose of covering over-allotments, if any. The Registered Shares are to be sold by the Company to the several underwriters (the "Underwriters") of which Salomon Smith Barney, U.S. Bancorp Piper Jaffray and Adams, Harkness & Hill, Inc. are the representatives (the "Representatives") pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into between the Company and the Representatives of the Underwriters. As counsel for the Company, we have examined the form of the proposed Underwriting Agreement, the Company's Amended and Restated Articles of Organization and the Company's 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 when (i) the Underwriting Agreement is completed (including the insertion therein of pricing terms) and executed by the Company and on behalf of the Underwriters, and (ii) the Registered Shares are sold to the Underwriters and paid for pursuant to the terms of the Underwriting Agreement, the Registered Shares will be duly authorized, legally issued, fully paid and non-assessable by the Company under the General Business Corporation Law 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, Inc. We hereby consent to being named as counsel to the Company in the Registration Statement, to the references therein to our firm under the caption "Legal Matters," 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 EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to incorporation by reference in this Registration Statement (Form S-3) of ZOLL Medical Corporation for the registration of 115,000 shares of its common stock of our report dated November 12, 1999 with respect to the consolidated financial statements of ZOLL Medical Corporation included in the Company's Registration Statement on Form S-3 (333-94793) filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Boston, Massachusetts February 18, 2000 -----END PRIVACY-ENHANCED MESSAGE-----