<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1996
REGISTRATION NO. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
SABRATEK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3700639
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
________________
5601 WEST HOWARD STREET
NILES, ILLINOIS 60714
(ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
________________
SABRATEK CORPORATION
1993 AMENDED AND RESTATED
STOCK OPTION PLAN
(FULL TITLE OF PLAN)
________________
K. SHAN PADDA
CHAIRMAN
SABRATEK CORPORATION
5601 WEST HOWARD STREET
NILES, ILLINOIS 60714
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(847) 647-2760
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
_________________
COPIES TO:
SCOTT HODES, ESQ.
DAVID S. GUIN, ESQ.
ROSS & HARDIES
150 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
(312) 558-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed 457(h)
Amount maximum Proposed Amount of
Title of to be offering price aggregate registration
Securities to be registered registered(1) per share(2) offering price(3) fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,773,688 $5.37 $9,524,704.56 $3,284.38
===============================================================================================
</TABLE>
(1) The securities being registered include a maximum of 1,773,688 shares
issuable upon the exercise of options under the Sabratek Corporation
Amended and Restated 1993 Stock Option Plan, assuming full participation
of all employees under such plan.
(2) This price is determined by assuming that the offering price equals the
weighted average exercise price of the options under the Sabratek
Corporation Amended and Restated 1993 Stock Option Plan.
(3) Solely for the purpose of calculating the registration fee, the proposed
aggregate offering price has been estimated in accordance with Rule 457(h)
promulgated under the Securities Act of 1933 (the "Act"). Accordingly,
the aggregate offering price and the fee have been computed based on the
prices at which the options may be exercised.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Sabratek Corporation (the "Company") hereby incorporates by reference the
following documents previously filed with the Securities and Exchange
Commission (the "Commission"):
(a) the prospectus (which prospectus contains audited financial
statements) contained in the Company's Registration Statement on Form S-1 (File
No. 333-3866), declared effective by the Commission on June 21, 1996;
(b) the Company's Quarterly Report on Form 10-Q, for the fiscal quarter
ended June 30, 1996 (the Company has not as of the date hereof been required to
file an Annual Report on Form 10-K) ; and
(c) the description of the Company's Common Stock, $.01 par value,
contained in the Company's Registration Statement on Form 8-A (File No.
1-11831) declared effective by the Commission on June 21, 1996, pursuant to
Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), subsequent to the effective date of the Registration Statement
and prior to filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
such documents.
Item 4. Description of Securities
- ------- -----------------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Officers and Directors
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Delaware General Corporation Law. The Company has statutory authority to
indemnify its officers and directors. The applicable provisions of the General
Corporation Law of the State of Delaware (the "GCL") state that, to the extent
such person is successful on the merits or otherwise, a corporation may
indemnify any person who was or is a party or who 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
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
("such Person"), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred by such
Person, 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 or proceeding, had no reasonable cause to believe his
conduct was unlawful. In any threatened, pending or completed action by or in
the right of the corporation, a corporation also may indemnify any such Person
for costs actually and reasonably incurred by him in connection with that
action's defense or settlement, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification shall be made with respect to any
<PAGE> 3
claim, issue or matter as to which such Person shall have been adjudged
to be liable to the corporation, unless and only to the extent that, a court
shall determine that such indemnity is proper.
Under the applicable provisions of the GCL, any indemnification shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding; or
(2) if such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or
(3) by the affirmative vote of a majority of the shares entitled to vote
thereon.
The Company's Certificate of Incorporation provides for indemnification to
the full extent permitted by the laws of the State of Delaware against and with
respect to threatened, pending or completed actions, suits or proceedings
arising from, or alleged to arise from, a party's actions or omissions as a
director, officer, employee or agent of the Company or of any subsidiary of the
Company or of any other corporation, partnership, joint venture, trust or other
enterprise which has served in such capacity at the request of the Company if
such acts or omissions occurred, or were or are alleged to have occurred, while
said party was a director or officer of the Company. Generally, under Delaware
law, indemnification will only be available where an officer or director can
establish that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company. The Company
maintains a policy of insurance under which the directors and officers of the
Company are insured, within the limits and subject to the limitations of such
policy, against certain expenses in connection with the defense of actions,
suits or proceedings, to which they are parties by reason of being or having
been such directors or officers.
Item 7. Exemption from Registration Claimed.
- ------- ------------------------------------
Not applicable.
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company +
4.2 By-laws of the Company +
5.1 Opinion of Ross & Hardies regarding legality of shares of Common Stock. 9
23.1 Consent of KPMG Peat Marwick LLP 11
23.2 Consent of Ross & Hardies (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature pages hereto).
</TABLE>
+ Incorporated by reference to the Company's registration statement on
Form S-1 declared effective by the Commission on June 21, 1996, File
No. 333-3866.
-2 -
<PAGE> 4
Item 9. Undertakings.
- ------- -------------
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) to include any prospectus
required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) to reflect in the prospectus
any facts or events arising after the effective date
of this 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
this 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 this Registration Statement or any material
change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Act"), each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the
- 3 -
<PAGE> 5
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the 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 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 of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
-4 -
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Niles, State of Illinois, on October 2, 1996.
SABRATEK CORPORATION
By:/s/ K. Shan Padda
------------------------------------
K. Shan Padda
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
K. Shan Padda and/or Stephen L. Holden the true and lawful attorneys-in-fact
and agents of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in furtherance of the foregoing, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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 October 2, 1996.
Signature
- ---------
/s/ K. Shan Padda Chairman of the Board, Chief Executive Officer
- -----------------
K. Shan Padda
/s/ Stephen L. Holden Chief Financial Officer
- ---------------------
Stephen L. Holden
/s/ Scott Skooglund Chief Accounting Officer
- -------------------
Scott Skooglund
<PAGE> 7
/s/ Scott Hodes Director
- ---------------
Scott Hodes
/s/ Mark Lampert Director
- ----------------
Mark Lampert
/s/ William D. Lautman Director
- ----------------------
William D. Lautman
/s/ Doron C. Levitas Director
- --------------------
Doron C. Levitas
/s/ William H. Lomicka Director
- ----------------------
William H. Lomicka
/s/ Marvin Samson Director
- -----------------
Marvin Samson
/s/ L. Peter Smith Director
- ------------------
L. Peter Smith
/s/ Edson W. Spencer, Jr. Director
- -------------------------
Edson W. Spencer, Jr.
<PAGE> 8
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SABRATEK CORPORATION
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<PAGE> 9
SABRATEK CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Location Of
Document in
Sequential
Exhibit Numbering
No. Description System
- ------- ----------- --------------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company. +
4.2 By-laws of the Company. +
5.1 Opinion of Ross & Hardies regarding legality of shares of Common Stock. 9
23.1 Consent of KPMG Peat Marwick LLP 11
23.2 Consent of Ross & Hardies (contained in Exhibit 5.1).
24.1 Power of Attorney.*
+ Incorporated by reference to the Company's registration statement on
Form S-1 declared effective by the Commission on June 21, 1996, File
No. 333-3866.
*Power of attorney is contained on signature pages.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[ROSS & HARDIES LETTERHEAD]
October 2, 1996
Sabratek Corporation
5601 West Howard Street
Niles, Illinois 60714
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the registration by
Sabratek Corporation (the "Company") pursuant to a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of an aggregate of 1,773,688 shares of the Company's
Common Stock, $.01 par value per share (the "Common Stock"), issuable upon the
exercise of options (the "Options") to purchase Common Stock as issued pursuant
to the Company's Amended and Restated 1993 Stock Option Plan (the "Plan").
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary
to form a basis for the opinions hereinafter expressed. In conducting such
examination, we have assumed (i) that all signatures are genuine, (ii) that all
documents and instruments submitted to us as copies conform with the originals,
and (iii) the due execution and delivery of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof. As to any facts
material to this opinion, we have relied upon statements and representations of
officers and other representatives of the Company and certificates of public
officials and have not independently verified such facts.
Based upon the foregoing, it is our opinion that the Common Stock issuable
upon the proper exercise of Options granted pursuant to the Plan will be
validly issued, fully paid and non-assessable when issued in accordance with
the Plan.
We express no opinion as to the laws of any jurisdiction other than the
State of Illinois and the United States of America. Insofar as the foregoing
opinion relates to matters that would be controlled by the substantive laws of
any jurisdiction other than the United States of America or the State of
Illinois, we have assumed that the substantive laws of such jurisdiction
conform in all respects to the internal laws of the State of Illinois.
<PAGE> 2
Sabratek Corporation
October 2, 1996
Page 2
We hereby consent to the reference to our firm in the Registration
Statement relating to the registration of 1,773,688 shares of Common Stock
issuable upon exercise of the Options described above.
Very truly yours,
ROSS & HARDIES
By: /s/ Scott Hodes
---------------------------------
A Partner
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sabratek Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of Sabratek Corporation of our report dated April 8, 1996, except as to
Note 17 which is as of June 10, 1996, relating to the balance sheets of
Sabratek Corporation as of December 31, 1995 and 1994 and the related
statements of operations, stockholders' deficit, and cash flows for each of the
years in the three-year period ended December 31, 1995, which report appears in
the prospectus contained in the Company's registration statement on Form S-1
(File No. 333-3866).
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
October 2, 1996
