-----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, GbrI0P8b5BjHqAvCwbEbeFc13qalzCpq4xPbDNjsgKFb92MqGw/3AKNhWojL8VsT h71OFpNw+TsStQtcd0bYYg== 0000950133-01-000253.txt : 20010205 0000950133-01-000253.hdr.sgml : 20010205 ACCESSION NUMBER: 0000950133-01-000253 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010201 EFFECTIVENESS DATE: 20010201 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-8 SEC ACT: SEC FILE NUMBER: 333-54780 FILM NUMBER: 1521772 BUSINESS ADDRESS: STREET 1: 10240 OLD COLUMBIA RD STREET 2: STE 100 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-8 1 w44967as-8.txt FORM S-8 1 Registration No. 333-____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 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 ------------------------- (Address, including zip code, of principal executive offices) Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan ------------------------------------------------------------- (Full title of the plan) James H. Miller Chairman, President and Chief Executive Officer Meridian Medical Technologies, Inc. 10240 Old Columbia Road Columbia, Maryland 21046 (401) 309-6830 (Name, address, including zip code, and telephone number including area code, of agent for service) Copy to: Steven Kaplan, Esq. Arnold & Porter 555 12th Street, N.W. Washington, D.C. 20004 (202) 942-5998 --------------------- Calculation of Registration Fee
- ----------------------------- ----------------- --------------------- ---------------------- ---------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered offering price per aggregate offering registration unit(1)(2) price(2) fee - ----------------------------- ----------------- --------------------- ---------------------- ---------------- Common Stock 500,000 $12.2815 $6,140,750 $1,535.19 - ----------------------------- ----------------- --------------------- ---------------------- ----------------
(1) Calculated on the basis of the average of the high and low sale prices of the Registrant's Common Stock as reported on January 25, 2001 on the Nasdaq National Market which date is within 5 business days prior to the date of the filing of this Registration Statement. (2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h). 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Meridian Medical Technologies, Inc. ("Registrant" or "Company") (File No. 0-5958) with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange Act"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended July 31, 2000, as amended. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2000. (c) The description of the common stock of the Company, par value $0.10 per share ("Common Stock"), contained in a registration statement on Form 8-A filed by the Company on December 30, 1971, and any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant after the date of this Registration Statement 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 Common Stock offered hereby has been sold or which deregisters such Common Stock then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement 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 in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or so superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. II-2 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The consolidated financial statements of the Company appearing in the Company's annual report (Form 10-K) for the year ended July 31, 2000, as amended, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Documents incorporated herein by reference in the future will include financial statements, related schedules (if required) and independent auditors' reports, which financial statements and schedules will have been audited 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 audited and consent to incorporation by reference is given, will be incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing. Arnold & Porter, special counsel to the Company, has delivered its legal opinion to the effect that the issuance and sale of the Common Stock offered hereby have been duly authorized by the Company and that (i) when issued upon the exercise of options in accordance with the terms of the Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan and for legal consideration of not less than $0.10 per share, will be validly issued and will be fully paid and nonassessable and (ii) when issued pursuant to the award of restricted stock in accordance with the terms of the Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan and for legal consideration of not less than $0.10 per share, will be validly issued, and upon the lapse of restrictions provided under such award, will be fully paid and nonassessable. A partner in Arnold & Porter serves as the Company's Corporate Secretary. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL"), permits, under certain circumstances, the indemnification of any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving in a similar capacity for another enterprise at the request of the corporation. To the extent that a director, officer, employee or agent of the corporation has been successful in defending any such proceeding, the DGCL provides that he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. With respect to a proceeding by or in the right of the corporation, such person may be indemnified against expenses (including attorneys' fees), actually and reasonably incurred, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. The DGCL provides, however, that II-3 4 indemnification shall not be permitted in such a proceeding if such person is adjudged liable to the corporation unless, and only to the extent that, the court, upon application, determines that he is entitled to indemnification under the circumstances. With respect to proceedings other than those brought by or in the right of the corporation, notwithstanding the outcome of such a proceeding, such person may be indemnified against judgments, fines and amounts paid in settlement, as well as expenses, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reason to believe his conduct was unlawful. Except with respect to mandatory indemnification of expenses to successful defendants as described in the preceding paragraph or pursuant to a court order, the indemnification described in this paragraph may be made only upon a determination in each specific case (1) by majority vote of the directors that are not parties to the proceeding, even though less than a quorum, or (2) by a committee of the directors that are not a party to the proceeding who have been appointed by a majority vote of directors who are not a party to the proceeding, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. The DGCL permits a corporation to advance expenses incurred by a proposed indemnitee in advance of final disposition of the proceeding, provided that the indemnitee undertakes to repay such advanced expenses if it is ultimately determined that he is not entitled to indemnification. Also, a corporation may purchase insurance on behalf of an indemnitee against any liability asserted against him in his designated capacity, whether or not the corporation itself would be empowered to indemnify him against such liability. The Company has adopted provisions in its First Amended and Restated Certificate of Incorporation that provide for indemnification of its officers and directors to the maximum extent permitted under the DGCL. As authorized by the DGCL, the Company's First Amended and Restated Certificate of Incorporation limits the liability of directors of the Company for monetary damages. The effect of this provision is to eliminate the rights of the Company and its stockholders to recover monetary damages against a director for breach of the fiduciary duty of care as a director except in certain limited situations. This provision does not limit or eliminate the rights of the Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. This provision will not alter the liability of directors under federal securities laws. The Company has purchased an insurance policy that purports to insure the officers and directors of the Corporation against certain liabilities incurred by them in the discharge of their functions as such officers and directors. The foregoing descriptions are general summaries only. Reference is made to the full text of the Company's First Amended and Restated Certificate of Incorporation, filed II-4 5 as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended July 31, 1997 (File No. 0-5958), which is incorporated herein by reference. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS The exhibits listed on the Exhibit Index on page II-8 of this Registration Statement are filed herewith or are incorporated herein by reference to other filings. ITEM 9. UNDERTAKINGS 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 of 1933, as amended (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 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 paragraphs (i) and (ii) 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 II-5 6 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; 4. That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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 new securities at that time shall be deemed to be the initial bona fide offering thereof. 5. 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 Securities and Exchange 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-6 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Columbia, State of Maryland, on January 11, 2001. 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, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date - --------- ----- ---- /s/ James H. Miller Chairman of the Board, January 11, 2001 - ------------------- President and CEO (Principal Executive James H. Miller Officer) /s/ Dennis P. O'Brien Vice President and Chief Financial January 11, 2001 - --------------------- Officer (Principal Financial and Dennis P. O'Brien Accounting Officer) /s/ Bruce M. Dresner Director January 11, 2001 - -------------------- Bruce M. Dresner /s/ Robert G. Foster Director January 11, 2001 - -------------------- Robert G. Foster Director January 11, 2001 - ------------------------- E. Andrews Grinstead, III /s/ David L. Lougee Director January 11, 2001 - ------------------- David L. Lougee
II-7 8 INDEX TO EXHIBITS Exhibit 4 Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan, filed herewith. Exhibit 5 Opinion of Arnold & Porter, filed herewith. Exhibit 23.1 Consent of Arnold & Porter, included in the opinion filed as Exhibit 5 hereto. Exhibit 23.2 Consent of Ernst & Young LLP, filed herewith. Exhibit 24 Powers of Attorney of certain directors of Meridian Medical Technologies, Inc., filed herewith. II-8 EX-4 2 w44967aex4.txt 2000 STOCK INCENTIVE PLAN 1 EXHIBIT 4 MERIDIAN MEDICAL TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN 1. Definitions. In this Plan, except where the context otherwise indicates, the following definitions shall apply: 1.1. "Affiliate" means a corporation, partnership, business trust, limited liability company or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is owned by the Company, either directly or through one or more other Affiliates. 1.2. "Agreement" means a written agreement evidencing an Award. 1.3. "Award" means a grant of an Option or shares of Restricted Stock. 1.4. "Board" means the Board of Directors of the Company. 1.5. "Code" means the Internal Revenue Code of 1986, as amended. 1.6. "Committee" means such committee(s), or subcommittee(s) or person(s) appointed by the Board to administer this Plan or to make and/or administer specific Awards hereunder. If no such appointment is in effect at any time, "Committee" shall mean the Board. 1.7. "Common Stock" means the common stock, par value $.10 per share, of the Company. 1.8. "Company" means Meridian Medical Technologies, Inc., a Delaware corporation, and any successor thereto. 1.9. "Date of Exercise" means the date on which the Company receives notice of the exercise of an Option in accordance with the terms of Section 7.1 hereof. 1.10. "Date of Grant" means the date on which an Option or shares of Restricted Stock are granted under this Plan. 1.11. "Eligible Person" means any person who is (a) an Employee, (b) hired to be an Employee, (c) a Non-Employee Director, or (d) a consultant or independent contractor to the Company or an Affiliate. 1.12. "Employee" means any person determined by the Committee to be an employee of the Company or an Affiliate. 1.13. "Fair Market Value" means, unless otherwise determined by the Committee, an amount equal to the last reported sale price for a Share in the Nasdaq Stock Market as reported by such source as the Committee may select, or, if such price quotations of the Common Stock are not then reported, then the fair market value of a 2 Share as determined by the Committee pursuant to a reasonable method adopted in good faith for such purpose. 1.14. "Incentive Stock Option" means an Option granted under this Plan that the Company designates as an incentive stock option under Section 422 of the Code. 1.15. "Non-Employee Director" means any member of the Company's or an Affiliate's Board of Directors who is not an Employee. 1.16. "Nonstatutory Stock Option" means an Option granted under this Plan that is not an Incentive Stock Option. 1.17. "Option" means an option to purchase Shares granted under this Plan in accordance with the terms of Section 6 hereof. 1.18. "Option Period" means the period during which an Option may be exercised. 1.19. "Option Price" means the price per Share at which an Option may be exercised. 1.20. "Participant" means an Eligible Person who has been granted an Award hereunder. 1.21. "Performance Goals" means performance goals established by the Committee which may be based on earnings or earnings growth, sales, return on assets, cash flow, total shareholder return, equity or investment, regulatory compliance, satisfactory internal or external audits, improvement of financial ratings, achievement of balance sheet or income statement objectives, implementation or completion of one or more projects or transactions, or any other objective goals established by the Committee, and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance standards may be particular to an Eligible Person or the department, branch, Affiliate or other division in which he or she works, or may be based on the performance of the Company or the Company and its Affiliates generally, and may cover such period as may be specified by the Committee. 1.22. "Plan" means the Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan, as amended from time to time. 1.23. "Restricted Stock" means Shares granted under the Plan pursuant to the provisions of Section 8 hereof. 1.24. "Section 422 Employee" means an Employee who is employed by the Company or a "parent corporation" or "subsidiary corporation" (both as defined in Section 424(e) and (f) of the Code) with respect to the Company. 1.25. "Share" means a share of Common Stock. 3 1.26. "Ten-Percent Stockholder" means a Section 422 Employee who (applying the rules of Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate. 2. Purpose. This Plan is intended to assist the Company and its Affiliates in attracting and retaining Eligible Persons of outstanding ability and to promote the identification of their interests with those of the stockholders of the Company and its Affiliates. 3. Administration. The Committee shall administer this Plan and shall have plenary authority, in its discretion, to grant Awards to Eligible Persons, subject to the provisions of this Plan. The Committee shall have plenary authority and discretion, subject to the provisions of this Plan, to determine the Eligible Persons to whom Awards shall be granted, the terms (which terms need not be identical) of all Awards, including without limitation the Option Price of Options, the time or times at which Awards are made, the number of Shares covered by Awards, whether an Option shall be an Incentive Stock Option or a Nonstatutory Stock Option, any exceptions to non-transferability, any Performance Goals applicable to Awards, any provisions relating to vesting, and the period during which Options may be exercised and Restricted Stock shall be subject to restrictions. In making these determinations, the Committee may take into account the nature of the services rendered or to be rendered by Award recipients, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall have plenary authority to interpret the Plan, prescribe, amend and rescind rules and regulations relating to it, and make all other determinations deemed necessary or advisable for the administration of this Plan. The determinations of the Committee on the matters referred to in this Section 3 shall be binding and final. Notwithstanding the foregoing provisions, the Chief Executive Officer of the Company shall have the power to administer this Plan and have the full authority of the Committee hereunder with respect to Awards granted to Eligible Persons who are not subject to the requirements of Section 16 (a) of the Securities Exchange Act of 1934, as amended. 4. Eligibility. Awards may be granted only to Eligible Persons; provided, however, that Incentive Stock Options may only be granted to Eligible Persons who are Section 422 Employees on the Date of Grant. 5. Stock Subject to Plan. 5.1. Subject to adjustment as provided in Section 9 hereof, (a) the maximum number of Shares that may be issued under this Plan is 500,000 Shares and (b) the maximum number of Shares with respect to which an Employee may be granted Awards under this Plan during its term is 200,000 Shares. 5.2. If an Option expires or terminates for any reason without having been fully exercised or if shares of Restricted Stock are forfeited, the unissued or forfeited Shares that had been subject to the Award shall available for the grant of additional Awards. 6. Options. 4 6.1. Options granted under this Plan to Eligible Persons shall be either Incentive Stock Options or Nonstatutory Stock Options, as designated by the Committee; provided, however, that Incentive Stock Options may only be granted to Eligible Persons who are Section 422 Employees on the Date of Grant. Each Option granted under this Plan shall be clearly identified either as a Nonstatutory Stock Option or an Incentive Stock Option and shall be evidenced by an Agreement that specifies the terms and conditions of the Option. Options shall be subject to the terms and conditions set forth in this Section 6 hereof and such other terms and conditions not inconsistent with this Plan as the Committee may specify. 6.2. The price per share of Common Stock at which an Option granted under this Plan may be exercised shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the Date of Grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to an Employee who, at the time of grant, is a Ten Percent Shareholder, the exercise price per share shall not be less than one hundred and ten percent (110%) of the Fair Market Value of the Common Stock on the date on which the Option is granted. 6.3. The Option Period shall be determined by the Committee and specifically set forth in the Agreement; provided, however, that an Option shall not be exercisable after ten years (five years in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder) from its Date of Grant. 7. Exercise of Options. 7.1. An Option may, subject to the terms of the applicable Agreement under which it was granted, be exercised in whole or in part by the delivery to the Company of written notice of the exercise, in such form as the Committee may prescribe, accompanied by (a) full payment for the Shares with respect to which the Option is exercised or (b) irrevocable instructions to a broker to deliver promptly to the Company cash equal to the Option Price of the Option. To the extent provided in the applicable Agreement, payment may be made in whole or in part by delivery (including constructive delivery) of Shares (provided that such Shares, if acquired pursuant to an option granted hereunder or under any other plan maintained by the Company or any Affiliate, have been held by the Participant for at least six (6) months) valued at Fair Market Value on the Date of Exercise or by delivery of a promissory note as provided in Section 7.2 hereof. 7.2. To the extent provided in an Agreement and permitted by applicable law, the Committee may accept as partial payment of the Option Price a promissory note executed by the Participant evidencing his or her obligation to make future cash payment thereof. Promissory notes made pursuant to this Section 7.2 shall be payable upon such terms as may be determined by the Committee, shall be secured by a pledge of the Shares received upon exercise of the Option or other securities the Committee may deem to be acceptable for such purposes, and shall bear interest at a rate fixed by the Committee. 7.3. Awards granted under this Plan shall not be transferable except by will, the laws of descent and distribution, except to the extent provided in an Agreement. 5 8. Restricted Stock Awards. 8.1. Awards of Restricted Stock under this Plan shall consist of Shares that are restricted as to transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of such transfer restrictions or forfeiture provisions to be contingent upon the achievement of one or more specified Performance Goals. 8.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying the terms and conditions of the Award. Each Agreement evidencing the grant of Restricted Stock shall, except to the extent otherwise determined by the Committee, contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares granted as Restricted Stock, (ii) the right to vote the Shares, and (iii) the right to receive dividends thereon, in each case during, the restriction period applicable to the Shares; provided, however, that the Participant shall have all the other rights of a stockholder including without limitation the right to receive dividends and the right to vote the Shares; (b) a requirement that each certificate representing Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan (the "Plan"), and an Agreement entered into between the registered owner and Meridian Medical Technologies, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Meridian Medical Technologies, Inc." (c) the terms and conditions upon which any restrictions applicable to the Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Participant or the Participant's legal representative; and (d) such other terms, conditions and restrictions as the Committee in its discretion may specify, including without limitation terms that condition the lapse of forfeiture provisions and transfer restrictions upon the achievement of one or more specified Performance Goals. 9. Capital Adjustments. In the event of any change in the outstanding Common Stock by reason of any stock dividend, split-up, recapitalization, 6 reclassification, combination or exchange of shares, merger, consolidation, liquidation or the like, the Committee may, in its discretion, provide for a substitution for or adjustment in (a) the number and class of Shares subject to outstanding Awards, (b) the Option Price of Options (c) the aggregate number and class of Shares for which Awards thereafter may be made under this Plan, (d) the maximum number of Shares with respect to which an Employee may be granted Awards during the period specified in clause (b) of Section 5.1 hereof, and (e) the number of Shares covered by, and exercise price of, Options that may be granted pursuant to Section 6.1 hereof. 10. Termination or Amendment. The Board may amend or terminate this Plan in any respect at any time; provided, however, that, after this Plan has been approved by the stockholders of the Company, no amendment or termination of this Plan shall be made by the Board without approval of (a) the Company's stockholders to the extent stockholder approval of the amendment is required by applicable law or regulations or the requirements of the principal securities exchange or interdealer quotation system upon which the Common Stock is listed or quoted, if any, and (b) each affected Participant if such amendment or termination would adversely affect such Participant's rights or obligations under any Award granted prior to the date of such amendment or termination. 11. Modification and Substitution. 11.1. Subject to the terms and conditions of this Plan, the Committee may modify the terms of any outstanding Awards; provided, however, that (a) no modification of an Award shall, without the consent of the Participant, alter or impair any of the Participant's rights or obligations under such Award and (b) in no event may an Option be modified so as to reduce the Option Price of the Option. 11.2. Anything contained herein to the contrary notwithstanding, Awards may, at the discretion of the Committee, be granted under this Plan in substitution for stock options and other awards covering capital stock of another corporation which is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by, the Company or one of its Affiliates. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee may deem appropriate in order to conform, in whole or part, to the provisions of the awards in substitution for which they are granted. Such substitute Awards granted hereunder shall not be counted toward the Share limit imposed by clause (b) of Section 5.1 hereof, except to the extent it is determined by the Committee that counting such Awards is required in order for Awards hereunder to be eligible to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code. 12. Foreign Employees. Without amendment of this Plan, the Committee may grant Awards to Eligible Persons, or to a trust established for the benefit of Eligible Persons, who are subject to the laws of foreign countries or jurisdictions on such terms and conditions different from those specified in this Plan as may in the judgement of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes. The Committee may make such modifications, amendments, procedures, sub-plans and the like as may be necessary or 7 advisable to comply with provisions of laws of other countries or jurisdictions in which the Company or any of its Affiliates operate or have employees. 13. Effectiveness of this Plan. This Plan and any amendments hereto requiring stockholder approval pursuant to Section 10 hereof are subject to approval by vote of the stockholders of the Company at the next annual or special meeting of stockholders following adoption by the Board. Subject to such stockholder approval, this Plan and any amendments hereto are effective on the date on which they are adopted by the Board. 14. Withholding. The Company's obligation to deliver Shares pursuant to the terms of any Award hereunder shall be subject to satisfaction of applicable federal, state and local tax withholding requirements. To the extent provided in the applicable Agreement and in accordance with rules prescribed by the Committee, a Participant may satisfy any such withholding tax obligation by any of the following means or by a combination of such means: (a) tendering a cash payment, (b) authorizing the Company to withhold Shares otherwise issuable to the Participant, or (c) delivering to the Company already-owned and unencumbered Shares. 15. Term of Plan. Unless sooner terminated by the Board pursuant to Section 10 hereof, this Plan shall terminate on September 27, 2010, and no Awards may be granted after such date. The termination of this Plan shall not affect the validity of any Award outstanding on the date of termination. 16. Indemnification of Committee. In addition to such other rights of indemnification as they may have as members of the Board or the Committee, members of the Committee shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with this Plan or any Award granted hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company. 17. General Provisions. 17.1. The establishment of this Plan shall not confer upon any Eligible Person any legal or equitable right against the Company, any Affiliate or the Committee, except as expressly provided in this Plan. 17.2. Participation in this Plan shall not give an Eligible Person any right to be retained in the service of the Company or any Affiliate. 17.3. Neither the adoption of this Plan nor its submission to the stockholders, shall be taken to impose any limitations on the powers of the Company or its Affiliates to issue, grant, or assume options, or restricted stock otherwise than under 8 this Plan, or to adopt other stock option, restricted stock, or other plans or to impose any requirement of stockholder approval upon the same. 17.4. The interests of any Eligible Person under this Plan are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered except to the extent provided in an Agreement. 17.5. This Plan shall be governed, construed and administered in accordance with the laws of the State of Delaware. 17.6. The Committee may require any person acquiring Shares pursuant to Awards hereunder to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares issued pursuant to this Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or interdealer quotation system upon which the Common Stock is then quoted, and any applicable federal or state securities laws. The Committee may place a legend or legends on any such certificates to make appropriate reference to such restrictions. 17.7. Notwithstanding any other provision of the Plan, the Company shall not be obligated to issue or sell shares of Common Stock under the Plan (a) unless the approval of all regulatory bodies deemed necessary by the Committee has been obtained and unless the issuance, sale and delivery of such Shares pursuant to the Plan shall comply, to the Committee's complete satisfaction, with all provisions of federal, state or local law deemed applicable by the Committee and all rules and regulations thereunder, and the requirements of any securities exchange upon which the Common Stock may then be listed, or (b) if the Company determines that the issuance, sale or delivery of such Shares pursuant hereto would violate any applicable law or regulation. EX-5 3 w44967aex5.txt OPINION OF ARNOLD & PORTER 1 EXHIBIT 5 [ARNOLD & PORTER LETTERHEAD] February 1, 2001 Board of Directors Meridian Medical Technologies, Inc. 10240 Old Columbia Road Columbia, Maryland 21046 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel to Meridian Medical Technologies, Inc. (the "Company") in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the Company's 2000 Stock Incentive Plan (the "Plan") filed by the Company with the Securities and Exchange Commission covering 500,000 shares of common stock, par value $0.10 per share (the "Common Stock"), issuable pursuant to the Plan. In connection with rendering the opinions set forth in this letter, we have examined such corporate records of the Company, including, the Plan, the Company's First Amended and Restated Certificate of Incorporation, its First Amended and Restated By-laws, and resolutions of the Board of Directors and stockholders of the Company, as well as made such investigation of matters of fact and law 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 or of 2 the stockholders 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 general corporation law 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 500,000 shares of Common Stock subject to the Plan have been duly authorized by the Company and that (i) when issued upon the exercise of options in accordance with the terms of the Plan and for legal consideration of not less than $0.10 per share, will be validly issued and will be fully paid and nonassessable and (ii) when issued pursuant to the award of restricted stock in accordance with the terms of the Plan and for legal consideration of not less than $0.10 per share, will be validly issued, and upon the lapse of restrictions provided under such award, will be fully paid and nonassessable. 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 Exhibit 5 to the Registration Statement and to reference to our firm in Item 5 thereof. By giving such consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Arnold & Porter ARNOLD & PORTER EX-23.2 4 w44967aex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8 No. 333-xxxx) pertaining to the Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan and to the incorporation by reference therein of our report dated September 8, 2000, with respect to the consolidated financial statements and schedule of Meridian Medical Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended July 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP McLean, VA January 25, 2001 EX-24 5 w44967aex24.txt POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Meridian Medical Technologies, Inc. a corporation organized under the laws of the state of Delaware (the "Corporation"), hereby constitutes and appoints James H. Miller, Dennis P. O'Brien, Steven Kaplan, Richard E. Baltz and Virginia W. Liao and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents for him and her on his or her behalf and in his or her name, place and stead, in all cases with full power of substitution and resubstitution, in any and all capacities, to sign, execute and affix his or her seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Registration Statement on Form S-8 or any other appropriate form, all amendments (including post-effective amendments) thereto and any related registration statement filed in accordance with Rule 462(b) under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto, relating to the registration of shares of common stock, par value $0.10 per share, of the Corporation issuable pursuant to the Corporation's 2000 Stock Incentive Plan, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully and to all intents and purposes as he himself or she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned director and/or officer has hereunto set his or her hand and seal, as of the date specified.
Signature Title Date - --------- ----- ---- /s/ James H. Miller Chairman of the Board, January 11, 2001 - ------------------- President and CEO (Principal Executive James H. Miller Officer) /s/ Dennis P. O'Brien Vice President and Chief Financial January 11, 2001 - --------------------- Officer (Principal Financial and Dennis P. O'Brien Accounting Officer) /s/ Bruce M. Dresner Director January 11, 2001 - -------------------- Bruce M. Dresner /s/ Robert G. Foster Director January 11, 2001 - -------------------- Robert G. Foster Director January 11, 2001 - ------------------------- E. Andrews Grinstead, III /s/ David L. Lougee Director January 11, 2001 - ------------------- David L. Lougee
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