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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KENSEY NASH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3316412
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
55 EAST UWCHLAN AVENUE, SUITE 204, EXTON, PENNSYLVANIA 19341
(Address of Principal Executive Offices including Zip Code)
KENSEY NASH CORPORATION FIRST AMENDED AND RESTATED EMPLOYEE INCENTIVE
COMPENSATION PLAN
KENSEY NASH CORPORATION FIRST AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN
(Full title of plans)
JOSEPH W. KAUFMANN
Chief Executive Officer, President and Chief Financial Officer
55 East Uwchlan Avenue, Suite 204, Exton, Pennsylvania 19341
(610) 524-0188
(Name, address and telephone number of agent for service)
With copies to:
DAVID R. SHEVITZ, P.C.
DAVID J. KAUFMAN
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661
(312) 902-5200
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities offering price Proposed maximum Amount of
to be registered Amount to be registered(1) per share aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 330,000 shares $12.75(2) $4,207,500.00(2) $1,275.00
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(1) Includes an indeterminate number of shares of Kensey Nash Corporation
Common Stock that may be issuable by reason of stock splits, stock dividends
or similar transactions.
(2) The amounts are based upon the high and low sales prices of Kensey
Nash Corporation Common Stock as reported on The Nasdaq Stock Market on
March 4, 1997 and are used solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933.
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This Registration Statement on Form S-8 registers additional securities
of the same class as other securities for which a registration statement filed
on Form S-8 relating to the Kensey Nash Corporation Employee Incentive
Compensation Plan and the Kensey Nash Corporation Non-Employee Directors' Stock
Option Plan is effective. Accordingly, pursuant to General Instruction E of
Form S-8, the Registration Statement on Form S-8 (File No. 333-04093) filed by
the Registrant with the Securities and Exchange Commission on May 20, 1996 is
hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the SEC by the Company
are incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the year ended
June 30, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the quarter
ended September 30, 1996 and December 31, 1996;
3. The description of the Company's Common Stock,$.001 par value
(the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed October 31,1995
pursuant to Section 12 of the Exchange Act, including any
subsequent amendments thereto and any reports filed for the
purpose of updating such descriptions; and
4. The Company's Registration Statement on Form S-8
(File No. 333-04093) under the Securities Act, filed
May 20, 1996.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to 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 herein 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 subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
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ITEM 8. EXHIBITS.
4.1(1) Second Amended and Restated Certificate of Incorporation of
the Registrant.
4.2(2) Amended and Restated By-laws of the Registrant.
4.3(3) Kensey Nash Corporation First Amended and Restated
Non-Employee Directors Stock Option Plan.
4.4(4) Kensey Nash Corporation First Amended and Restated Employee
Incentive Compensation Plan.
5 Opinion of Katten Muchin & Zavis as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche LLP independent accountants.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
__________________
(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, File Number 33-98722 (the "IPO Registration
Statement").
(2) Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the IPO
Registration Statement.
(3) Incorporated by reference to Exhibit B to the Registrant's Proxy Statement,
as amended, filed in connection with its annual meeting held on
December 4, 1996.
(4) Incorporated by reference to Exhibit A to the Registrant's Proxy Statement,
as amended, filed in connection with its annual meeting held on
December 4, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Exton, State of Pennsylvania, on this 23rd day of
January, 1997.
Kensey Nash Corporation
By: /s/ JOSEPH W. KAUFMANN
---------------------------------
Joseph W. Kaufmann
Chief Executive Officer, President,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Joseph W. Kaufmann and Douglas G. Evans and, each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
revocation, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming each act that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 23, 1997.
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SIGNATURE TITLE
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<S> <C>
/s/ KENNETH R. KENSEY, M.D.
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Kenneth R. Kensey, M.D. Chairman of the Board
/s/ JOHN E. NASH, P.E.
--------------------------
John E. Nash, P.E. Vice Chairman of the Board and Executive Vice President
/s/ JOSEPH W. KAUFMANN
-------------------------- Chief Executive Officer, President, Chief Financial Officer,
Joseph W. Kaufmann Secretary and Director (principal executive, financial and
accounting officer)
/s/ DOUGLAS G. EVANS, P.E.
-------------------------- Chief Operating Officer, Assistant Secretary and Director
Douglas G. Evans, P.E.
/s/ ROBERT J. BOBB
-------------------------- Director
Robert J. Bobb
/s/ HAROLD N. CHEFITZ
-------------------------- Director
Harold N. Chefitz
/s/ WALTER R. MAUPAY, JR.
-------------------------- Director
Walter R. Maupay, Jr.
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1(1) Second Amended and Restated Certificate of Incorporation of the
Registrant.
4.2(2) Amended and Restated By-laws of the Registrant.
4.3(3) Kensey Nash Corporation First Amended and Restated Non-Employee
Directors Stock Option Plan.
4.4(4) Kensey Nash Corporation First Amended and Restated Employee
Incentive Compensation Plan.
5 Opinion of Katten Muchin & Zavis as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche LLP independent accountants.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
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(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, File Number 33-98722 (the "IPO Registration
Statement").
(2) Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the IPO
Registration Statement.
(3) Incorporated by reference to Exhibit B to the Registrant's Proxy
Statement, as amended, filed in connection with its annual meeting held
on December 4, 1996.
(4) Incorporated by reference to Exhibit A to the Registrant's Proxy
Statement, as amended, filed in connection with its annual meeting held
on December 4, 1996.
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EXHIBIT 5
March 6, 1997
Kensey Nash Corporation
Suite 204
55 East Uwchlan Avenue
Exton, Pennsylvania 19341
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Kensey Nash Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission for the registration for sale under the
Securities Act of 1933, as amended, of 330,000 shares of the Company's Common
Stock, $.001 par value (the "Common Stock"), which may be issued, in addition
to the 930,000 shares of Common Stock previously registered, pursuant to the
First Amended and Restated Kensey Nash Corporation Non-Employee Directors'
Stock Option Plan (the "Directors' Plan") and the First Amended and Restated
Kensey Nash Corporation Employee Incentive Compensation Plan (the "Employee
Plan").
In connection with this opinion, we have also examined and relied upon
originals or copies of, certified or otherwise identified to our satisfaction,
the following:
1. The Registration Statement;
2. The Second Amended and Restated Certificate of Incorporation of the
Company;
3. The Amended and Restated By-Laws of the Company;
4. Resolutions duly adopted by the Board of Directors of the Company
relating to the adoption of the Directors' Plan and the Employee
Plan;
5. The Directors' Plan and the Employee Plan (collectively, the
"Option Plans");
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company, and we have assumed
that all of the representations contained therein are accurate and
complete; and
7. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to
examine and rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the authenticity of the documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies. We
have further assumed that all natural persons involved in the transactions
contemplated by the Registration
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Kensey Nash Corporation
March 6, 1997
Page 2
Statement (the "Offering") have sufficient legal capacity to enter into
and perform their respective obligations and to carry out their roles in the
Offering.
Based upon the foregoing, we are of the opinion that the 330,000 shares
of Common Stock issuable under the Option Plans, when issued and delivered by
the Company in accordance with the terms of the respective Option Plans, will
be validly issued, fully paid and nonassessable securities of the Company.
Our opinion expressed above is limited to the laws of the United States
of America and the General Corporation Law of the State of Delaware, and we do
not express any opinion herein concerning any other law. In addition, we
express no opinion herein concerning any statutes, ordinances, administrative
decisions, rules or regulations of any county, town, municipality or special
political subdivision (whether created or enabled through legislative action at
the federal, state or regional level). This opinion is given as of the date
hereof and we assume no obligation to advise you of changes that may hereafter
be brought to our attention. We hereby consent to the use of this opinion for
filing as Exhibit 5 to the Registration Statement.
Very truly yours,
KATTEN MUCHIN & ZAVIS
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Kensey Nash Corporation (the "Company") on Form S-8 of our report
dated August 6, 1996, appearing in the Annual Report on Form 10-K of Kensey
Nash Corporation for the year ended June 30, 1996.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 5, 1997
