-----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, H1LV229wfRUDxFOtej3/OIycRgb/KmEHeL2WHkJktL7VDJHrgD35AARyox+oiseQ SIA/J0ayJA6p5bgfSNDNXA== 0000950133-01-000254.txt : 20010205 0000950133-01-000254.hdr.sgml : 20010205 ACCESSION NUMBER: 0000950133-01-000254 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: 333-54782 FILM NUMBER: 1521774 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 w44967bs-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. Employee Stock Purchase 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 250,000 $12.2815 $3,070,375 $767.59 - ----------------------------- ----------------- --------------------- ---------------------- ----------------
(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, when issued in accordance with the terms of the Meridian Medical Technologies, Inc. Employee Stock Purchase Plan and for legal consideration of not less than $0.10 per share, will be validly issued and 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 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, II-3 4 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 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. II-4 5 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 pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; II-5 6 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. Employee Stock Purchase 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 w44967bex4.txt EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4 MERIDIAN MEDICAL TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN 1. Definitions. In this Plan, except where the context otherwise indicates, the following definitions apply: 1.1. "Administrator" means such committee(s) or person(s) as the Board may appoint to administer the Plan. Unless otherwise determined by the Board, the Company's Chief Executive Officer shall be the Administrator. 1.2. "Affiliate" means a parent or subsidiary corporation of the Company, as defined in Sections 424(e) and (f) of the Code (but substituting "the Company" for "employer corporation"), including parents or subsidiaries of the Company that become such after adoption of the Plan. 1.3. "Board" means the Board of Directors of the Company. 1.4. "Business Day" means any day other than a Saturday, Sunday or legal holiday in New York, New York, except as otherwise determined by the Administrator. 1.5. "Code" means the Internal Revenue Code of 1986, as amended 1.6. "Common Stock" means the common stock, par value $.10 per share, of the Company. 1.7. "Company" means Meridian Medical Technologies, Inc., a Delaware corporation, and any successor thereto. 1.8. "Compensation" means the base salary (consisting of regular straight time gross earnings, including holiday, vacation and sick pay and any salary reduction contribution by an Employee to a plan described in Section 401(k) or Section 125 of the Code that is maintained by the Company or a Designated Affiliate), commissions, payments for overtime, shift premiums and shift differentials paid to an Employee by the Company or a Designated Affiliate in accordance with established payroll procedures. By way of illustration and not by way of limitation, "Compensation" shall not include relocation assistance payments, geographical hardship pay, noncash compensation, prizes, awards, automobile allowances, severance-type payments, deferred compensation, income realized as a result of participation in any stock option, stock purchase or similar plan maintained by the Company or a Designated Affiliate, contributions (other than payroll deduction contributions) by the Company or a Designated Affiliate to a plan described in Section 401(k) or Section 125 of the Code that is maintained by the Company or a Designated Affiliate and other special payments or reimbursements. 2 1.9. "Custodian" means a custodian, or any successor thereto, as appointed by the Administrator from time to time with respect to Shares issued under this Plan. 1.10. "Designated Affiliate" means any Affiliate that has been designated by the Board or the Administrator as eligible to participate in the Plan. 1.11. "Employee" means any person who is an employee of the Company or a Designated Affiliate and whose customary employment by the Company or a Designated Affiliate is at least twenty (20) hours per week. The status of a person as an Employee shall not be affected by a leave of absence from employment agreed to in writing by the Company or a Designated Affiliate, as the case may be, provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract, policy, or statute. 1.12. "Enrollment Form" means the form prescribed by the Administrator, that must be (a) completed and executed by an Employee who elects to participate in the Plan and (b) filed with the Administrator. 1.13. "Exercise Date" means June 30th and December 31st of each Plan Year and/or such other date(s) as may be specified by the Administrator; provided, however, that if any Exercise Date shall not be a Business Day in any Plan Year, then for purposes of that Plan Year such Exercise Date shall be the first Business Day following such Exercise Date, except that if any Exercise Date falling on December 31st shall not be a Business Day, then such Exercise Date shall be the next Business Day preceding such December 31st. 1.14. "Fair Market Value" means, unless otherwise determined by the Administrator, an amount equal to the last reported sale price for a Share in the Nasdaq Stock Market as reported by such source as the Administrator may select, or, if such price quotations of the Common Stock are not then reported, then the fair market value of a Share, as determined by the Administrator, pursuant to a reasonable method adopted in good faith for such purpose. 1.15. "Notice" means a notice provided by an Employee to the Administrator (or other designated party) in such form (which may be written, telephonic, electronic, or other means of communication) as may be specified by the Administrator (or other designated party). 1.16. "Offering Date" means January 1st and July 1st of each Plan Year and/or such other date(s) as may be specified by the Administrator; provided, however, that (a) if any Offering Date shall not be a Business Day in any Plan Year, then for purposes of that Plan Year such Offering Date shall be the first Business Day following such Offering Date, and (b) no Offering Date shall occur prior to the date the Plan is approved by the Company's stockholders. 1.17. "Option" means an option granted pursuant to Section 7 hereof. 3 1.18. "Option Period" means the period beginning on an Offering Date and ending on the next succeeding Exercise Date. 1.19. "Option Price" means the purchase price of shares of Common Stock hereunder as provided in Section 8 hereof. 1.20. "Participant" means any Employee who (a) is eligible to participate in the Plan under Section 5 hereof and (b) elects with respect to an Offering Period to participate in this Plan pursuant to Section 5 hereof. 1.21. "Plan" means the Meridian Medical Technologies, Inc. Employee Stock Purchase Plan, as amended from time to time. 1.22. "Plan Account" or "Account" means a bookkeeping account established and maintained hereunder by the Administrator and /or the Custodian in the name of each Participant. 1.23. "Plan Year" means the twelve (12) month period beginning January 1 of each year and ending on the following December 31; provided, however, that the first Plan Year shall begin on the date the Plan is approved by the Company's stockholders and end the following December 31. 1.24. "Share" means a share of Common Stock. 2. Purpose The purpose of this Plan is to provide Employees of the Company and its Designated Affiliates with an opportunity to purchase shares of Common Stock of the Company and thereby to encourage Employee participation in the ownership and economic success of the Company. It is the Company's intention that this Plan qualify as an employee stock purchase plan under Section 423 of the Code and be construed in a manner consistent with the requirements thereof. 3. Administration of Plan 3.1. The Administrator shall administer the Plan. Subject to the provisions of the Plan, the Administrator shall have plenary authority and full power to construe and interpret the Plan and any Enrollment Form or Notice, to prescribe, adopt, amend and rescind rules and regulations not inconsistent with the Plan or Section 423 of the Code relating to and, in the Administrator's discretion, deemed desirable and appropriate for, the administration of the Plan, and to make all other determinations deemed necessary or advisable for the administration of the Plan. The interpretations, determinations and decisions of the Administrator in respect to the Plan shall be final, binding and conclusive. The Administrator shall have the authority to appoint any other person (or persons) or entity (or entities) to manage the Plan (or specified aspects thereof) and to delegate to them such authority with respect to the administration of the Plan as the Administrator, in its sole discretion, deems advisable from time to time. 4 3.2. The Custodian shall act as custodian with respect to Shares issued under the Plan, and shall perform such duties as are set forth in the Plan and in any agreement between the Company and the Custodian. 4. Effective Date; Term of Plan 4.1. The Plan and any amendment thereto shall become effective on the date established by the Board. 4.2. Unless sooner terminated pursuant to Section 15 hereof or Section 21 hereof, the Plan shall terminate on the earlier of the tenth (10th) anniversary of the date on which the Plan is adopted by the Board or approved by the Company's stockholders. Upon any termination of the Plan, the amount, if any, credited to each Participant's Account shall be refunded to each such Participant or, in cases where such a refund may not be possible, otherwise disposed of in accordance with policies and procedures prescribed by the Administrator. 5. Eligibility An Employee shall be eligible to participate in the Plan as of the first Offering Date occurring at least ninety (90) days after becoming an Employee. An eligible Employee may become a Participant as of such Offering Date or as of any subsequent Offering Date by executing and filing an Enrollment Form with the Administrator at least fifteen (15) days prior to the applicable Offering Date. Notwithstanding any other provision of this Plan, no Employee may participate in the Plan if, immediately after an Offering Date, such Employee would be deemed for purposes of Section 423(b)(3) of the Code to possess five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Affiliate. 6. Payroll Deductions 6.1. Payment by a Participant for Shares to be purchased by the Participant under the Plan shall be made by authorized payroll deductions from each payment of Compensation to the Participant on each payday during an Option Period in an amount not less than one percent (1%) and not more than fifteen percent (15%) of the Participant's Compensation on each such payday in accordance with the Enrollment Form executed by the Participant. 6.2. Payroll deductions for each Option Period shall commence on the first payday following the Offering Date for the applicable Option Period and shall end on the last payday prior to the Exercise Date of the applicable Option Period; provided, however, that any payday within five (5) Business Days preceding the Exercise Date shall be included in the immediately subsequent Option Period and shall, for purposes of this Plan, be treated as if occurring during such subsequent Option Period. 6.3. All amounts deducted from a Participant's Compensation pursuant to this Section 6 shall be credited to such Participant's Account. A Participant may not 5 have any additional payments or contributions credited to his or her Account other than payroll deductions pursuant to the provisions of this Section 6. 6.4. A Participant may not increase the percentage of his or her payroll deductions during any Option Period. A Participant may decrease the percentage of his or her payroll deductions once during any Option Period by executing and filing a new Enrollment Form with the Administrator. Any such decrease in percentage shall be effective as of the beginning of the next calendar month following the date of such filing if such filing occurred at least ten (10) Business Days (or such other period as may be specified by the Administrator) prior to the beginning of such month or, if such filing did not occur at least ten (10) Business Days (or such other period as may be specified by the Administrator) prior to the beginning of such month, as of the beginning of the next succeeding calendar month following the date of filing by the Participant of such new Enrollment Form. 6.5. A Participant may increase or decrease the percentage of his or her payroll deductions for any subsequent Option Period by executing and filing a new Enrollment Form with the Administrator at least fifteen (15) days prior to the Offering Date on which such subsequent Option Period commences. 6.6. By filing Notice with the Administrator, a Participant may discontinue his or her payroll deductions during an Option Period and have the payroll deductions previously made by him or her during that Option Period remain in the Participant's Account to purchase Shares on the Exercise Date for such Option Period, provided that he or she is an Employee as of that Exercise Date. If a Participant discontinues payroll deductions during an Option Period pursuant to this Section 6.6, any amount remaining in the Participant's Account after the purchase of Common Stock on the Exercise Date shall be refunded without interest to the Participant. Any Participant who discontinues payroll deductions during an Option Period pursuant to this Section 6.6 may again become a Participant for a subsequent Option Period by executing and filing a new Enrollment Form in accordance with Section 5 hereof. 7. Grant of Option Subject to the provisions of the Plan, on the Offering Date for each Option Period, each Participant shall be granted an Option to purchase the largest number of Shares that can be purchased with the Participant's Account balance. Unless otherwise determined by the Administrator, Shares purchased shall include fractional Shares calculated to at least three decimal places. The number of Shares purchased during an Option Period shall be determined by dividing the Participant's Account balance as of such Exercise Date by the Option Price per Share. 8. Option Price The Option Price per Share purchased by a Participant pursuant to the exercise of an Option shall be eighty-five percent (85%) of Fair Market Value on either the Offering Date or the Exercise Date for the applicable Option Period, whichever is lower, but in no 6 event shall the Option Price per share be less than the par value per share of the Common Stock. 9. Purchase of Shares Subject to the provisions of the Plan, on the Exercise Date for each Option Period, the Option granted to each Participant under Section 7 hereof on the Offering Date for such Option Period shall be exercised automatically and the largest number of Shares, including fractional Shares (unless otherwise determined by the Administrator), subject to such Option shall be purchased by the Participant by charging the Participant's Account with the amount equal to the product of (a) the Option Price of such Option and (b) the number of Shares covered by the Option as determined in accordance with Section 7 hereof. If fractional Shares are not to be purchased for a Participant's Account, any payroll deductions accumulated in a Participant's Account not sufficient to purchase a full Share shall be retained in the Participant's Account for the subsequent Offering Period, subject to earlier withdrawal by the Participant pursuant to Section 18 hereof. 10. Limitations on Purchase Subject to adjustment pursuant to Section 14 hereof, no Participant shall purchase more than 5,000 Shares with respect to any Option Period. Notwithstanding any provision of this Plan to the contrary, no Participant shall be granted an Option under Section 7 hereof that gives the Participant the right to purchase Shares that will exceed the limitations imposed by Section 423(b)(8) of the Code (relating to an annual $25,000 per Participant limitation on purchases of Shares under the Plan). 11. Transferability of Rights During a Participant's lifetime, an Option granted to a Participant hereunder shall be exercisable only by the Participant. Neither amounts credited to a Participant's Account nor any rights of a Participant with regard to an Option may be assigned, alienated, encumbered, transferred, pledged or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any attempt by a Participant to make any such prohibited assignment, alienation, encumberment, transfer, pledge or disposition shall be null and void and without effect, provided that the Administrator may treat any such attempted assignment, transfer, pledge or disposition as a withdrawal Notice in accordance with Section 18 hereof. 12. Delivery As promptly as practicable after each Option Period, the Company shall arrange for the Shares purchased by each Participant on the Exercise Date for such Option Period to be delivered to the Custodian for crediting to the Participant's Account. 13. Common Stock Subject to the Plan 13.1. Subject to adjustment as provided in Section 14 hereof, the maximum number of Shares that may be issued under the Plan shall be 250,000 Shares. 7 13.2. If an Option shall terminate for any reason without being exercised under Section 9 hereof, the unissued Shares which had been subject to such Option shall be available for the grant of additional Options and for issuance and sale under the Plan. 14. Capital Adjustments In the event of any change or adjustment in the outstanding Shares by reason of any stock dividend, stock split (or reverse stock split), recapitalization, reclassification, reorganization, reincorporation, combination or exchange of shares, merger, consolidation, liquidation or other similar change in corporate structure or otherwise, the Administrator, in its discretion, may make or provide for a substitution for, or adjustment in, (a) the number and class of stock or other securities that may be reserved for purchase or purchased under the Plan, (b) the number of Shares covered by each Option that has not yet been exercised, (c) the maximum number of Shares that may be purchased by a Participant with respect to any Option Period, (d) the Option Price, and (e) the aggregate number and class of Shares that may be issued and purchased under the Plan. 15. Insufficient Shares Notwithstanding any provision of this Plan to the contrary, if the aggregate funds available for the purchase of Shares on any Exercise Date would cause an issuance of Shares in excess of the number of Shares then available for issuance and sale under the Plan, then (a) the Administrator shall proportionately reduce the number of Shares which would otherwise be purchased by each Participant on such Exercise Date in order to eliminate such excess, and (b) the Plan shall automatically terminate immediately after such Exercise Date. In such event, the Company shall give Notice of such reduction to each Participant affected thereby. 16. Confirmation Each purchase of Shares under the Plan by a Participant shall be confirmed by the Company in writing to the Participant. 17. Rights as Stockholders 17.1. Shares purchased by a Participant on any Exercise Date shall, for all purposes, be deemed to have been issued, sold and transferred to the Participant as of the close of business on such Exercise Date. Prior to such time, none of the rights or privileges of a stockholder of the Company shall exist with respect to such Shares and the Participant shall have no interest or voting rights in such Shares. 17.2. As of the close of business on the Exercise Date for the applicable Option Period, each Participant shall be entitled to vote the number of Shares credited to his or her Participant Account (including fractional Shares credited to such Account) on any matter as to which the approval of the Company's stockholders is sought. If a Participant does not vote or grant a valid proxy with respect to Shares credited to his or her Account, such Shares shall be voted by the Custodian in accordance with any stock exchange or other rules governing the Custodian in the voting of shares held for customer 8 accounts. Similar procedures shall apply in the case of any consent solicitation of Company stockholders. 17.3. Cash dividends on any Share credited to a Participant's Account shall be automatically reinvested in additional Shares, unless otherwise directed by the Administrator. All cash dividends paid on Shares credited to Participants' Accounts shall be paid over by the Company to the Custodian at the dividend payment date. The Custodian shall aggregate all purchases of Shares in connection with the Plan for a given dividend payment date. Purchases of Shares for purposes of dividend reinvestment shall be made as promptly as practicable (but not more than 30 days) after a dividend payment date. The Custodian shall make such purchases, as directed by the Administrator, either (a) in transactions on any securities exchange upon which the Shares are traded, or if the Shares are not so traded, in the over-the-counter market or in negotiated transactions, or (b) directly from the Company at 100% of the Fair Market Value of a Share on the dividend reinvestment date. Any Shares distributed as a dividend or distribution in respect of Shares or in connection with a split of the Shares shall be credited to the Participants' Accounts. In the event of any other non-cash dividend or distribution with respect to Shares credited to Participants' Accounts, the Custodian shall, if reasonably practicable and at the direction of the Administrator, sell any property received in such dividend or distribution as promptly as practicable and use the proceeds to purchase additional Shares in the same manner as cash paid to the Custodian for purposes of dividend reinvestment. 18. Voluntary Withdrawal 18.1. A Participant may withdraw from participation in the Plan by filing with the Administrator a withdrawal Notice at least five (5) Business Days prior to an Exercise Date. Upon withdrawal, (a) the entire amount, if any, credited to a Participant's Account shall be refunded to the Participant without interest as soon as practicable after receipt of the Participant's withdrawal Notice, (b) the Participant's Option for the Option Period during which the Participant filed a withdrawal Notice automatically shall be terminated, (c) the Participant shall not purchase any Shares under Section 9 hereof on the Exercise Date for such Option Period, (d) no further payroll deductions for the purchase of Shares under the Plan may be made by the Participant during such Option Period, and (e) the withdrawing Participant shall cease to be a Participant with respect to subsequent Option Periods. Any Participant who withdraws from the Plan pursuant to this Section 18 may again become a Participant with respect to subsequent Option Periods in accordance with Section 5 hereof. 18.2. Following the completion of two years from the first day of an Option Period, a Participant may elect to withdraw Shares acquired on the Exercise Date for such Option Period from his or her Account in certificated form or to transfer such Shares from his or her Account to an account of the Participant maintained with a broker-dealer, financial institution or such other person or entity as may be permitted by the Administrator. During the first two years from the first day of the Option Period, all sales and transfers shall only be effectuated by the Custodian on the Participant's behalf. If a Participant elects to withdraw Shares, one or more certificates for whole Shares shall 9 be issued in the name of, and delivered to, the Participant, with such Participant receiving cash in lieu of fractional Shares based on the Fair Market Value of a Share on the date of withdrawal. If Shares are transferred from a Participant's Account to a broker-dealer, financial institution or other permitted recipient, only whole Shares shall be transferred and cash in lieu of any fractional Share shall be paid to such Participant based on the Fair Market Value of a Share on the date of transfer. A Participant seeking to withdraw or transfer Shares shall provide instructions to the Custodian in such manner and form as may be prescribed by the Administrator and the Custodian, which instructions shall be acted upon as promptly as practicable. Withdrawals and transfers shall be subject to any fees imposed in accordance with Section 30 hereof. 18.3. Upon termination of employment of a Participant for any reason, the Custodian shall continue to maintain the Participant's Account until the earlier of such time as the Participant withdraws or transfers all Shares in the Account or two years after the Participant ceases to be employed by the Company and its Affiliates. Upon the expiration of such two-year period, Shares credited to the Participant's Account shall be withdrawn or transferred as elected by the Participant or, in the absence of such election, as determined by the Administrator. 19. Termination of Eligibility If a Participant ceases to be an Employee for any reason then, as of the date such Participant ceases to be an Employee, (a) the entire amount, if any, credited to the Participant's Account, shall as soon as practicable, be refunded without interest to the Participant or, in the event of the Participant's death, to the beneficiary designated by the Participant pursuant to Section 26 hereof, (b) the Participant's Option for the Option Period during which the Participant ceases to be eligible automatically shall terminate, (c) the Participant shall not purchase any Shares under Section 9 hereof on the Exercise Date for such Option Period, and (d) no further payroll deductions for the purchase of Shares under the Plan may be made by the Participant during such Option Period. 20. Notices Any Notice that a Participant provides pursuant to the Plan shall be made in such form and manner as prescribed by the Administrator (or other designated person) and any such Notice or other communications by a Participant to the Administrator (or other designated person) under or in connection with the Plan shall be effective when received by the Administrator or by the person designated by the Administrator for receipt thereof. 21. Termination or Amendment of Plan 21.1. 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 the Plan shall be made by the Board without approval of (a) the Company's stockholders to the extent stockholder approval is required by applicable law or regulations or the requirements of the principal securities exchange or interdealer quotation system upon which the Common Stock then is listed or 10 quoted, if any, and (b) each affected Participant if such amendment or termination would adversely affect his or her rights or obligations under any Option granted prior to the date of such amendment or termination. No Options may be granted, no Shares may be issued and no payroll deductions may be made under the Plan after any termination of the Plan. In the event of the termination of the Plan during an Option Period, the entire amount, if any, in the Participant's Account shall as soon as practicable be refunded without interest to the Participant or, in the event of the Participant's death, to the beneficiary designated by the Participant pursuant to Section 26 hereof. 21.2. Notwithstanding Section 21.1 hereof, the Administrator shall have the power to change the duration and/or frequency of Option Periods with respect to future offerings without stockholder or Participant approval. Any such change shall be communicated to Participants prior to the scheduled beginning of the first Option Period to be so affected. 22. Use of Funds All funds received by the Company in connection with this Plan may be used by the Company for any corporate purpose, and the Company shall be under no obligation to segregate such funds. 23. Legal Restrictions 23.1. Notwithstanding any other provision of the Plan, the Company shall not be obligated to issue or sell Shares under the Plan (a) unless the approval of all regulatory bodies deemed necessary by the Administrator have been obtained and unless the issuance, sale and delivery of such Shares pursuant to the Plan shall comply, to the Administrator's complete satisfaction, with all provisions of federal, state or local law deemed applicable by the Administrator and all rules and regulations thereunder, and the requirements of any securities exchange upon which the Common Stock may then be listed or interdealer quotation system upon which the Common Stock is then quoted, or (b) if the Company determines that the issuance, sale or delivery of such Shares pursuant hereto would violate any applicable law or regulation. 23.2. The Administrator may require any person acquiring Shares pursuant to the Plan 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 that the Administrator 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 Administrator 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 Administrator may place a legend or legends on any such certificates to make appropriate reference to such restrictions. 11 24. Governing Law The Plan and all rights and obligations thereunder shall be governed, construed, administered and enforced in accordance with the laws of the State of Delaware. 25. Notice of Disposition of Shares Each Participant shall agree in such form as may be prescribed by the Administrator to promptly provide Notice to the Administrator of any disposition of Shares purchased under the Plan that occurs within two (2) years after the date of grant of the Option pursuant to which such Shares were purchased. 26. Designation of Beneficiary A Participant may file with the Administrator a written designation of beneficiary who is to receive Shares or cash in the case of the Participant's death. Such designation of beneficiary may be changed by the Participant in writing at any time. In the event of the absence of a beneficiary validly designated under the Plan who is living at the time of the Participant's death, the Participant's beneficiary for purposes of the Plan shall be the Participant's surviving spouse or, if the Participant is not survived by a spouse, the executor or administrator of the Participant's estate. 27. Indemnification of Administrator In addition to such other rights of indemnification as they may have as members of the Board or as the Administrator, each person serving as the Administrator (either alone or with one or more other persons) shall be indemnified by the Company against the 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 such person may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option and against all amounts reasonably paid by such person in settlement thereof or paid by such person in satisfaction of a judgment in any such action, suit or proceeding, if such person acted in good faith and in a manner which such person believed to be in, and not opposed to, the best interests of the Company. 28. Reports Individual accounts shall be maintained for all Participants. A statement of account shall be provided to each Participant as soon as possible following each Exercise Date, which statement shall set forth the amounts credited to the Participant's Account, the Option Price per share for Shares purchased by the Participant on such Exercise Date, the number of Shares purchased on such Exercise Date and the remaining balance, if any, credited to the Participant's Account. 12 29. Withholding The Company or any Designated Affiliate shall be authorized to withhold from any payment to be made to a Participant, including any payroll or other payments not related to the Plan, amounts of withholding and other taxes due in connection with any transaction under the Plan, including any disposition of Shares acquired under the Plan. A Participant's enrollment in the Plan by executing an Enrollment Form shall be deemed to constitute his or her consent to such withholding. At the time of a Participant's exercise of an Option or the disposition of Shares acquired under the Plan, the Company may require the Participant to make other arrangements to satisfy tax withholding obligations as a condition to exercise of rights or the distribution of Shares or other amounts credited to the Participant's Account. If so required by the Administrator a Participant shall provide Notice to the Company of sales and other dispositions of Shares acquired under the Plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may be entitled with respect to the Plan. 30. Costs Costs and expenses incurred in the administration of the Plan and maintenance of Accounts shall be paid by the Company, including annual fees of the Custodian, provided that brokerage fees and commissions for the purchase of Shares upon reinvestment of dividends and in connection with distributions shall be charged to Participants' Accounts to the extent not paid by the Company. The Custodian may impose or charge to Participants' Accounts a reasonable fee for the withdrawal of Shares in the form of stock certificates, and reasonable fees for other services unrelated to the purchase of Shares under the Plan, to the extent approved in writing by the Company and communicated to Participants. In no event shall the Company pay any brokerage fees and commissions for the sale of Shares acquired under the Plan by a Participant. 31. Miscellaneous 31.1. The establishment of the Plan shall not confer upon any Employee any legal or equitable right against the Company, any Affiliate or the Administrator, except as expressly provided in the Plan. 31.2. Participation in this Plan shall not give an Employee any right to be retained in the service of the Company or any Affiliate. 31.3. Neither the adoption of the Plan nor its submission, to or approval by, the stockholders of the Company shall be taken to impose any limitations on the powers of the Company or its Affiliates to issue, grant, or assume options otherwise than under this Plan, or to adopt other stock option plans, stock purchase plans, or other plans, or to impose any requirement of stockholder approval upon the same. 31.4. No interest shall accrue on any amounts credited to Participants' Account under the Plan. EX-5 3 w44967bex5.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 Employee Stock Purchase Plan (the "Plan") filed by the Company with the Securities and Exchange Commission covering 250,000 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 250,000 shares of Common Stock subject to the Plan have been duly authorized by the Company and that, when issued 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. 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 w44967bex23-2.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. Employee Stock Purchase 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 w44967bex24.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 Employee Stock Purchase 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
-----END PRIVACY-ENHANCED MESSAGE-----