-----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, AIDSFd98BaUhpiix2+nrQc8bBjbijwK245D4mtRNz/DGkG37BJ+yyzaUi548aH86 LisB9c8GT+wUPLJari2uOg== 0000912057-97-006653.txt : 19970226 0000912057-97-006653.hdr.sgml : 19970226 ACCESSION NUMBER: 0000912057-97-006653 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970225 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000095676 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 520898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-18279 FILM NUMBER: 97542621 BUSINESS ADDRESS: STREET 1: 10240 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103096830 MAIL ADDRESS: STREET 1: 10240 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: DE ZIP: 21046- FORMER COMPANY: FORMER CONFORMED NAME: SURVIVAL TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 S-3/A 1 S-3/A As filed with the Securities and Exchange Commission on February 25, 1997 Registration No. 333-18279 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MERIDIAN MEDICAL TECHNOLOGIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 52-0898764 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 10240 OLD COLUMBIA ROAD COLUMBIA, MARYLAND 21046 (410) 309-6830 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) JAMES H. MILLER CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER MERIDIAN MEDICAL TECHNOLOGIES, INC. 10240 OLD COLUMBIA ROAD COLUMBIA, MARYLAND 21046 (410) 309-6830 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to distribution 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 distribution or interest reinvestment plans, check the following box: /X/ If this Form is filed 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: / / 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: / / THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED February 25, 1997 PROSPECTUS MERIDIAN MEDICAL TECHNOLOGIES, INC. 2,617,849 Shares of Common Stock (par value $.10 per share) This Prospectus relates to the offering of up to 2,617,849 shares of common stock, $.10 par value ("Common Stock"), of Meridian Medical Technologies, Inc. ("Company"), by certain selling stockholders ("Selling Stockholders"). See "Selling Stockholders." All of the shares of Common Stock offered hereby ("Shares") may be offered from time to time by the Selling Stockholders. See "Plan of Distribution." The Company will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. See "Use of Proceeds." The Company issued approximately 1,722,543 shares of Common Stock, including 13,636 Shares as partial payment for financial advisory services, in connection with the merger of Brunswick Biomedical Corporation ("Brunswick") with and into the Company of which 1,720,233 Shares may be offered hereby. The remaining 897,616 Shares subject to this Prospectus will be issued upon the exercise of outstanding warrants and employee stock options issued or assumed by the Company in connection with the merger. The Common Stock is traded on the Nasdaq National Market System under the symbol "MTEC." The Shares may be offered from time to time in transactions through the Nasdaq National Market System, in negotiated transactions or by a combination of such methods of sale. The Shares may be offered at fixed prices, which may be changed; at market prices prevailing at the time of sale; at prices related to such prevailing market prices; or at negotiated prices. The Company has agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Selling Stockholders and any broker executing orders on behalf of the Selling Stockholders may be deemed to be underwriters within the meaning of the Securities Act. Commissions received by underwriters or any such broker may be deemed to be underwriting commissions under the Securities Act. See "Plan of Distribution." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITIES NOR HAS THE COMMISSION OR ANY STATE SECURITIES AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is February __, 1997 AVAILABLE INFORMATION The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission ("Commission"). Such reports, proxy statements and other information can be inspected and copied at the Commission's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549, and the Commission's regional offices located at 7 World Trade Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be obtained at prescribed rates from the Securities and Exchange Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site (http://www.sec.gov) that contains reports, proxies and information statements and other information regarding companies that file electronically with the Commission. The Company has filed with the Commission a Registration Statement on Form S-3 ("Registration Statement") under the Securities Act, of which this Prospectus is a part. This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Shares, reference is made to the Registration Statement, including the exhibits thereto. Statements contained in this Prospectus as to the contents of any contract, agreement or other document filed or incorporated by reference as an exhibit to the Registration Statement are qualified in all respects by such reference. The Registration Statement may be inspected by anyone without charge at the principal office of the Commission in Washington, D.C., and copies of all or part of it may be obtained from the Commission upon payment of the prescribed fees. The Company's executive offices are located at 10240 Old Columbia Road, Columbia, Maryland 21046, telephone: (410) 309-6830. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. No person has been authorized to give any information or to make any representations, other than as contained in this Prospectus, in connection with the offer contained in this Prospectus and, if given or made, such information or representation must not be relied upon. Neither delivery of this Prospectus nor any sale made pursuant hereto shall, under any circumstances, create any implication that there has been no change in the information set forth herein. THIS PROSPECTUS INCORPORATES BY REFERENCE FROM THE COMPANY'S ANNUAL AND QUARTERLY REPORTS AND PROXY STATEMENT DATED OCTOBER 30, 1996 ("PROXY STATEMENT") CERTAIN FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF THE COMPANY. SUCH FORWARD LOOKING STATEMENTS ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS. BECAUSE FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, THOSE IDENTIFIED IN THE COMPANY'S ANNUAL AND QUARTERLY REPORTS AND PROXY STATEMENT, THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company (File No. 0-5958) are hereby incorporated in this Prospectus by reference: 1. Annual Report on Form 10-K for the year ended July 31, 1996; 2. Quarterly Report on Form 10-Q for the quarter ended October 31, 1996; 3. Current Report on Form 8-K dated September 16, 1996, Current Report on Form 8-K dated December 5, 1996 and Amendment to Current Report on Form 8-K/A dated January 22, 1997; 4. The Company's Proxy Statement dated October 30, 1996; and 5. Description of the Common Stock included in the Company's registration statement on Form 8-A filed with the Commission on December 30, 1971 under Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating such description. All documents filed by the Company after the date of this Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which either indicates that all the Shares offered hereby have been sold or withdrawn from registration such Shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing 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 Prospectus 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 Prospectus. The Company will provide without charge to any person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated herein by reference, other than exhibits (unless such exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates). Requests should be directed to: Meridian Medical Technologies, Inc., 10240 Old Columbia Road, Columbia, Maryland 21046, Attention: Chontelle Woodward (Tel. (410) 309-6830). 3 SELLING STOCKHOLDERS The table below sets forth the name of each Selling Stockholder, the number of Shares offered hereby by each Selling Stockholder as of February 20, 1997, the number of Shares to be offered hereby by each Selling Stockholder upon the exercise of warrants or stock options, and the nature of any material relationship that the Selling Stockholder has had within the past three years with the Company, its predecessors or affiliates. Because the Selling Stockholders may sell some, all, or none of the Shares offered hereby, no estimate can be made with respect to the aggregate number of Shares that will be owned by each Selling Stockholder upon completion of the offering to which this Prospectus relates. The information set forth below is derived from information provided by Brunswick at the time of the merger and will be updated, to the extent required, through the use of a Prospectus Supplement.
Number of Number of Number of Shares Subject Shares Shares to Warrants/ Registered Selling Stockholder Currently Owned Options Hereby ------------------- --------------- -------------- --------- Commonwealth BioVentures V LP(1) 209,651 129,915 339,568 Mylan Laboratories, Inc. 228,673 43,556 272,229 EM Industries, Inc. 152,449 29,038 181,487 Concord Partners II, LP 147,514 28,098 175,613 James H. Miller(2) 3,811 155,238 159,049 Bank Boston Ventures, Inc. 123,215 27,068 150,283 ING (U.S.) Investment Corporation(3) - 146,302 146,302 Rush & Co. 121,048 23,056 144,104 Kummell Investments Limited 119,998 22,856 142,854 Commonwealth BioVentures IV LP(1) 107,540 32,843 140,384 Bear Stearns & Co.(4) 88,624 16,880 105,504 James G. Nichols(5) 39,845 16,800 56,645 Robert G. Foster(6) 17,819 29,290 47,109 Lennart Lindberg, Trustee(7) 37,702 8,978 46,680 Maryland Department of Business & Economic Development 19,057 22,688 41,745 Herbert Reinhold(8) - 38,850 38,850 Donald R. Gorsuch 34,471 - 34,471 Bruce D. Ward(9) - 31,500 31,500 John Anderson(10) 29,578 - 29,578
4
Number of Number of Number of Shares Subject Shares Shares to Warrants/ Registered Selling Stockholder Currently Owned Options Hereby ------------------- --------------- -------------- --------- Andrew O'Hara(11) 29,578 - 29,578 Commonwealth BioVentures III LP(1)(12) 809 22,131 22,940 GMI/DRI Investment Trust 19,055 3,629 22,684 The Prudential Insurance Company of America 22,619 - 22,619 David Gruber 7,620 13,448 21,068 Gloria W. Doubleday 2,862 16,046 18,908 Lennart Lindberg 10,199 8,555 18,754 Alpetta Finance Corporation 11,970 2,280 14,250 Lehman Brothers Inc.(13) 13,636 - 13,636 Dillon, Read & Co., Inc., as agent 9,681 1,844 11,525 Lee & Elizabeth H. Thibodeau 3,811 6,726 10,537 Cudd & Co.(14) 8,820 1,680 10,500 Middlesex County Retirement System 7,540 - 7,540 Pension Reserves Investment Trust Fund 7,540 - 7,540 James J. & Karen L. Esper 5,999 1,142 7,141 MODL Ventures 5,999 1,142 7,141 Delaware Charter Guarantee & Trust Co.(15) 5,670 1,080 6,750 Payson Adams, Jr. 2,286 4,034 6,320 Newell Augur, Jr. 1,904 3,361 5,265 Robert S. Whitehead 4,200 800 5,000 Rand N. Stowell 3,599 685 4,284 Banc Boston Investments, Inc. 3,770 - 3,770 MCMM, Inc. 3,770 - 3,770 City of Pawtucket 3,770 - 3,770 Trustees of Clark University 3,770 - 3,770 Worcester Polytechnic Institute 3,770 - 3,770 Bio Nominee Trust #3 3,393 - 3,393 Abraham W. & Linda F. Haddad 2,998 571 3,569 Lahn Fendelander - 3,150 3,150 Paul Revere Protective Life Ins. Co. 3,016 - 3,016 Harold R. & Crawford S. Grogan 2,100 400 2,500 Murir Abu-Haidar 1,885 - 1,885 The George F. and Sybil H. Fuller Foundation 1,885 - 1,885 Francis A. Harrington Trust 1,885 - 1,885 College of the Holy Cross 1,885 - 1,885 Mildred H. McEvoy Foundation 1,885 - 1,885 State Mutual Life Assurance Co. 1,885 - 1,885 The Stoddard Charitable Trust 1,885 - 1,885 Trustees of Tufts University 1,885 - 1,885 Guarantee & Trust Company(16) 1,554 296 1,850 Laurence H. & Susan F. Wilkerson 1,239 236 1,475 Nathan H. & Alice C. Cook 1,199 228 1,427 Charles E. & Sara H. Bullock 959 182 1,141 Lexington Partners IV, LP 915 174 1,089 Vilas-Fischer Ventures Co. 942 - 942 Flagship Bank & Trust Co. - 840 840 The Smyth Trust-Carper Share 566 - 566 The Smyth Trust-Gamble Share 566 - 566 Health Advances, Inc. 464 - 464 Total . . . . . . . . . . 1,720,233 897,616 2,617,849
5 (1) Commonwealth BioVentures, Inc. ("CBI") is the general partner of BioVenture Partners Limited Partnership that, in turn, is the general partner and manager of each of Commonwealth BioVentures III Limited Partnership, Commonwealth BioVentures IV Limited Partnership and Commonwealth BioVentures V Limited Partnership. (2) Mr. Miller is the Chairman, President and Chief Executive Officer of the Company and beneficial owner of approximately 5.6% of the Company's outstanding Common Stock as of November 20, 1996. This Prospectus does not cover and the table excludes, (i) 16,035 shares of Common Stock owned by Mr. Miller prior to the Merger and (ii) up to 110,000 shares of Common Stock that may be issued under certain stock options as such options vest and are exercised over time. (3) Represents Common Stock issuable upon the exchange of nonvoting common stock on a one-for-one basis. (4) Nominee for Clariden Asset Management, Inc. (5) Senior Vice President and General Manager of Brunswick Biomedical Technologies, Inc., a subsidiary of Brunswick. (6) Mr. Foster is a director of the Company. Mr. Foster also is the President, Chief Executive Officer, Chairman of the Board and principal stockholder of CBI. Includes up to 5,000 shares of Common Stock for a profit sharing plan for the benefit of Mr. Foster. Also includes up to 21,068 shares of Common Stock owned jointly by Mr. Foster and his spouse. (7) Includes 18,851 shares and 4,489 shares of Common Stock issuable upon the exercise of warrants held as trustee for the benefit of two accounts, respectively. (8) Senior Vice President of Brunswick. (9) Vice President of Science and Technology of Brunswick. (10) Consultant to Brunswick Biomedical Limited ("BBL"), a subsidiary of Brunswick. (11) Managing Director of BBL. (12) Commonwealth BioVentures III Limited Partnership is liquidating and distributing its assets, including warrants for Shares, to its limited partners. To the extent required under the Securities Act, a Prospectus Supplement will be filed with the Commission with respect to a particular offering setting forth the name of the selling limited partner and terms of the offering. The number of shares registered hereby includes 809 Shares held by BioVenture Partners Limited Partnership. See Note 1 above. (13) Shares issued as partial payment for financial advisory services in connection with the merger. (14) Nominee for Clariden Bank. (15) For the benefit of individual retirement accounts for Mai N. Pogue and Gerald Pogue, respectively. (16) For the benefit of an individual retirement account for Mai N. Pogue. 6 USE OF PROCEEDS The Shares offered hereby are for the accounts of the Selling Stockholders. Accordingly, the Company will not receive any of the proceeds from any sales of the Shares by the Selling Stockholders. PLAN OF DISTRIBUTION Any or all of the Shares offered hereby may be sold from time to time by the Selling Stockholders. The Selling Stockholders may sell the Shares in transactions through the Nasdaq National Market System, in negotiated transactions or by a combination of such methods of sale. The Shares may be offered at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Such prices will be determined by each Selling Stockholder or by agreement between a Selling Stockholder and his or her underwriter, broker-dealer or agent. To the extent required pursuant to Rule 424 under the Securities Act, a Prospectus Supplement will be filed with the Commission with respect to a particular offering setting forth the terms of any offering, including the name or names of any nominees or transferees of a Selling Stockholder, the name or names of any underwriters or agents, if any, any underwriting discounts and other items constituting underwriters' compensation, the offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Certain of the Selling Stockholders may distribute the Shares through liquidation, dissolution or otherwise to their limited partners, equity holders or other investors. To the extent required by Rule 424 under the Securities Act, a Prospectus Supplement will be filed with the Commission with respect to such persons setting forth their names, amounts of Shares to be sold, and the terms of any offering. If dealers are utilized in the sale of Shares in respect of which this Prospectus is delivered, the Selling Stockholders may sell such Shares to the dealers as principals. The dealers may then resell such Shares to the public at varying prices to be determined by such dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in a Prospectus Supplement relating thereto. If an agent is used, the agent will be named, and the terms of the agency and any commissions will be set forth in a Prospectus Supplement relating thereto. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any underwriters, broker-dealers or agents participating in the distribution of the Shares offered hereby may receive compensation in the form of underwriting discounts, concessions, commissions or fees from the Selling Stockholders and/or the purchasers of the Shares for whom they may act. Such compensation may be in excess of customary commissions. In addition, the Selling Stockholders and any underwriters, broker-dealers or agents that participate in the distribution of the Shares may be deemed to be underwriters under the Securities Act (although neither the Company nor the Selling Stockholders so concede), and any profits on the sale of Shares by them and any discounts, commissions or concessions received by any of such persons may be deemed to be underwriting discounts and commissions under the Securities Act. 7 The Registration Rights Agreement between the Company and each of the Selling Stockholders ("Registration Rights Agreement") provides that the Company will pay all the expenses incident to the Registration Statement and certain other expenses related to the offering of the Shares, other than underwriting fees, discounts or commissions attributable to the sale of the Shares. The Registration Rights Agreement also provides that the Company will indemnify the Selling Stockholders against certain liabilities and expenses in connection with the Registration Statement. The Selling Stockholders are not restricted as to the price or prices at which they may sell Shares. Such sales may have an adverse effect on the market price of the Common Stock. Moreover, the Selling Stockholders are not restricted as to the number of Shares that may be sold at any one time, and it is possible that a significant number of Shares could be sold at the same time, which also may have an adverse effect on the market price of the Common Stock. 8 EXPERTS The consolidated financial statements of the Company as of July 31, 1996 and 1995 and for each of the three years ended July 31, 1996, included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1996, incorporated herein by reference, have been audited by Price Waterhouse LLP, independent accountants, as set forth in their report thereon and incorporated herein by reference. The financial statements of the Company and its subsidiaries are incorporated herein in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of Brunswick Biomedical Corporation as of June 30, 1996 and for the year then ended, included in the Company's Proxy Statement dated October 30, 1996, incorporated herein by reference, have been audited by Price Waterhouse LLP, independent public accountants, as set forth in their report thereon and incorporated herein by reference. The financial statements of Brunswick Biomedical Corporation and its subsidiaries are incorporated herein in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of Brunswick Biomedical Corporation as of June 30, 1995 and 1994 and for each of the years then ended, included in the Company's current report on Form 8-K dated December 5, 1996, incorporated herein by reference, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance on the authority of said firm as experts in giving such reports. Documents incorporated herein by reference in the future will include financial statements, related schedules (if required) and auditors' reports, which financial statements and schedules will have been examined to the extent and for the periods set forth in such reports by the firm or firms rendering such reports, and, to the extent so examined and consent to incorporation by reference is given, will be incorporated herein by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. LEGAL OPINION Arnold & Porter, Washington, D.C., has delivered its legal opinion to the effect that the issuance and sale of the Shares offered hereby were duly authorized by the Company and that such Shares have been, or will be when issued, validly issued, fully paid and nonassessable. 9 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. SEC Filing Fee $ 7,247.00 Accounting Fees and Expenses $ 4,500.00 Legal Fees and Expenses $ 7,500.00 Blue Sky Fees and Expenses $ 2,500.00 Printing and Engraving Expenses $ 1,500.00 Miscellaneous $ 750.00 ------------- Total $ 23,997.00 ------------- -------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law provides, in substance, that Delaware corporations shall have the power, under specified circumstances, to indemnify their directors, officers, employees and agents in connection with actions or suits by or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees and agents, against expenses (including attorneys' fees) and, in the case of actions, suits or proceedings brought by third parties, against judgment, fines and amounts paid in settlement actually and reasonably incurred in any such action, suit or proceeding. The Registrant's First Amended and Restated Certificate of Incorporation, as amended ("Certificate of Incorporation"), also provides for indemnification as permitted by the Delaware General Corporation Law. Reference is made to the Certificate of Incorporation. The Registrant has purchased insurance insuring officers and directors of the Registrant against certain liabilities incurred in their capacities as such to insure the Registrant against any payments which it is obligated to make to such persons under the foregoing indemnification provisions. As permitted by the Delaware General Corporation Law, the Registrant's Certificate of Incorporation eliminates the personal liability of its directors to the Registrant and its stockholders, in certain circumstances, for monetary damages arising from a breach of the director's duty of care. II-1 ITEM 16. EXHIBITS. Exhibit No. Description 2.1 Agreement and Plan of Merger dated September 11, 1996 (incorporated by reference herein from Exhibit 6(a) to Amendment No. 1 to Schedule 13D filed by Brunswick dated September 13, 1996) 4.1 Form of warrant to be issued by the Registrant to former holders of Brunswick preferred stock (incorporated by reference herein from Exhibit 4.1 to Form 8-K filed by the Registrant dated December 5, 1996) 4.2 Forms of warrants assumed and to be issued by the Registrant in connection with the merger with Brunswick (incorporated by reference herein from Exhibit 4.2 to Form 10-Q filed by the Registrant for the quarter ended October 31, 1996) 5.1 Opinion of Arnold & Porter 23.1 Consent of Price Waterhouse LLP* 23.2 Consent of Arthur Andersen LLP* 23.3 Consent of Arnold & Porter (included as part of Exhibit 5.1) 24 Powers of Attorney* - ---------------------------- * Previously filed. ITEM 17. UNDERTAKINGS. The undersigned 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or II-2 high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (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 the undertakings set forth in paragraph (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or 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 the initial bona fide offering thereof. Insofar as indemnification for liability 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. II-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 a Form S-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Howard, State of Maryland, on February 25, 1997. MERIDIAN MEDICAL TECHNOLOGIES, INC. By: /s/ JAMES H. MILLER --------------------------------------- James H. Miller Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Name Title Date - ---- ----- ----- /s/ JAMES H. MILLER Chairman, President and February 25, 1997 - ----------------------- Chief Executive Officer James H. Miller (Principal Executive Officer) /s/ JEFFREY W. CHURCH Senior Vice President, Finance February 25, 1997 - ----------------------- and Chief Financial Officer Jeffrey W. Church (Principal Financial and Accounting Officer) * Director February 25, 1997 - ----------------------- Bruce M. Dresner * Director February 25, 1997 - ---------------------- Robert G. Foster * Director February 25, 1997 - ---------------------- E. Andrews Grinstead, III * Director February 25, 1997 - ---------------------- David L. Lougee * /s/ JAMES H. MILLER February 25, 1997 - ---------------------- James H. Miller Attorney-in-fact INDEX TO EXHIBITS Exhibit No. Description - ----------- ------------ 2.1 Agreement and Plan of Merger dated September 11, 1996 (incorporated by reference herein from Exhibit 6(a) to Amendment No. 1 to Schedule 13D filed by Brunswick dated September 13, 1996) 4.1 Form of warrant to be issued by the Registrant to former holders of Brunswick preferred stock (incorporated by reference herein from Exhibit 4.1 to Form 8-K filed by the Registrant dated December 5, 1996) 4.2 Forms of warrants assumed and to be issued by the Registrant in connection with the merger with Brunswick (incorporated by reference herein from Exhibit 4.2 to Form 10-Q filed by the Registrant for the quarter ended October 31, 1996) 5.1 Opinion of Arnold & Porter 23.1 Consent of Price Waterhouse LLP* 23.2 Consent of Arthur Andersen LLP* 23.3 Consent of Arnold & Porter (included as part of Exhibit 5.1) 24 Powers of Attorney* - ---------------------------- * Previously filed. EX-5.1 2 EX-5.1 Exhibit 5.1 [Arnold & Porter Letterhead] February 25, 1997 Meridian Medical Technologies, Inc. 10240 Old Columbia Road Columbia, Maryland 21046 Re: Meridian Medical Technologies, Inc. Registration Statement on Form S-3 File No. 333-18279 Ladies and Gentlemen: We have acted as special counsel to Meridian Medical Technologies, Inc., a Delaware corporation ("Company"), in connection with a Registration Statement on Form S-3, as amended by Pre-Effective Amendment No. 1 thereto (the "Registration Statement"), relating to the proposed offer and sale of up to 2,617,849 shares of the Company's common stock, $.10 par value ("Common Stock"), by the selling stockholders identified therein. The Company issued approximately 1,722,543 shares of Common Stock in connection with the merger of Brunswick Biomedical Corporation with and into the Company, including 13,636 shares as partial payment for financial advisory services ("Merger Shares") of which 1,720,233 may be offered and sold pursuant to the prospectus included as part of the Registration Statement. The remaining 897,616 shares of Common Stock subject to the prospectus may be issued upon the exercise of outstanding warrants and stock options issued or assumed by the Company in connection with the merger ("Rights Shares"). In connection with rendering the opinions set forth in this letter, we have examined such corporate records of the Company, including the Agreement and Plan of Merger dated September 11, 1996, forms of the warrants and options issued or assumed by the Company in connection with the merger, the Company's Amended and Restated Certificate of Incorporation, its By-laws, and resolutions of the Board of Directors, as well as made such investigation of matters of fact and law Meridian Medical Technologies, Inc. February 25, 1997 Page 2 and examined such other documents as we deem necessary for rendering the opinions hereinafter expressed. The opinions set forth herein are subject to the following qualifications, which are in addition to any other qualifications contained herein: A. We have assumed without verification the genuineness of all signatures on all documents, the authority of the parties (other than the Company) executing such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. B. The opinions set forth herein are based on existing laws, ordinances, rules, regulations, court and administrative decisions as they presently have been interpreted and we can give no assurances that our opinions would not be different after any change in any of the foregoing occurring after the date hereof. C. We have assumed without verification that, with respect to the minutes of any meetings of the Board of Directors or any committees thereof of the Company that we have examined, due notice of the meetings was given or duly waived, the minutes accurately and completely reflect all actions taken at the meetings and a quorum was present and acting throughout the meetings. D. We have assumed without verification the accuracy and completeness of all corporate records made available to us by the Company. E. We express no opinion as to the effect or application of any laws or regulations other than the internal laws of the State of Delaware and the federal laws of the United States. As to matters governed by the laws specified in the foregoing sentence, we have relied exclusively on the latest standard compilations of such statutes and laws as reproduced in commonly accepted unofficial publications available to us. Based on the foregoing, upon the assumptions that there will be no material changes in the documents we have examined and the matters investigated referred to above, we are of the opinion that the Merger Shares included in the Registration Meridian Medical Technologies, Inc. February 25, 1997 Page 3 Statement have been duly authorized and validly issued and are fully paid and nonassessable. Also based on the foregoing and subject to the qualifications set forth in the preceding paragraph, we are of the opinion that the Rights Shares included in the Registration Statement that may be issued to holders of warrants and stock options have been duly authorized by the Company and, upon issuance of such Rights Shares in accordance with the terms of such warrants and options, such Rights Shares will be validly issued, fully paid and nonassessable under the Delaware General Corporation Law as in effect on this date. This letter does not address any matters other than those expressly addressed herein. This letter is given for your sole benefit and use. No one else is entitled to rely hereupon. This letter speaks only as of the date hereof. We undertake no responsibility to update or supplement it after such date. We hereby consent to your filing of this opinion as an exhibit to the Registration Statement, and to reference to our firm under the captions "Legal Opinion" contained in the Prospectus included therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, ARNOLD & PORTER By /s/ Steven Kaplan -----END PRIVACY-ENHANCED MESSAGE-----