As filed with the Securities and Exchange Commission on July 17, 1997
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
Employee Stock
Purchase Plan -- 1997
(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
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<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(2) fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 150,000 $26.44 $3,966,000 $120.18
===================================================================================================================================
</TABLE>
(1) The securities being registered include a maximum of 150,000 shares
issuable upon the exercise of options under the Sabratek Corporation
Employee Stock Purchase Plan -- 1997, assuming full participation of all
employees under such plan.
(2) Computed on the basis of the average of the high and low prices at which
stock of the same class was sold on July 14, 1997, as reported by Nasdaq
National Market System, pursuant to Rule 457(h) promulgated under the
Securities Act of 1933 (the "Act"), as amended, solely for the purpose of
calculating the amount of the registration fee.
<PAGE>
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 Company's Annual Report on Form 10-K filed by the Company pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") for the year ended
December 31, 1996.
(b) the Prospectus, which formed a part of Post-Effective Amendment No. 1
to the Company's Registration Statement on Form S-1, declared effective by the
Commission on April 4, 1997 (File No. 333-23437), relating to the sale of up to
1,276,574 shares of the Company's Common Stock by the Company and certain
Selling Shareholders to the public, which contains audited financial statements
for the fiscal year ended December 31, 1996, the latest year for which the
audited financials have been filed;
(c) the Company's Quarterly Report on Form 10-Q filed by the Company
pursuant to the Exchange Act for the period ended March 31, 1997;
(d) the Company's Current Report on Form 8-K, dated February 25, 1997; and
(e) the description of the Company's Common Stock 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
Not applicable.
Item 6. Indemnification of Officers and Directors
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
<PAGE>
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 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.
- 2 -
<PAGE>
Item 8. Exhibits.
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ----
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 Parent, Naffah & Company 12
23.3 Consent of Ross & Hardies (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature pages hereto).
+ 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.
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.
- 3 -
<PAGE>
(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 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>
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 July 17, 1997.
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 July 17, 1997.
Signature
/s/ K. Shan Padda Chairman of the Board, Chief Executive Officer
K. Shan Padda
President and Chief Operating Officer
Anil Rastogi
/s/ Stephen L. Holden Senior Vice President, Chief Financial Officer,
Stephen L. Holden Treasurer, and Principal Financial Officer
/s/ Scott Skooglund Vice President - Finance, Assistant Secretary,
Scott Skooglund and Principal Accounting Officer
Director
Francis V. Cook, M.D.
/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>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SABRATEK CORPORATION
<PAGE>
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 9
Stock.
23.1 Consent of KPMG Peat Marwick LLP 11
23.2 Consent of Parent, Naffah & Company 12
23.3 Consent of Ross & Hardies (contained in Exhibit 5.1).
24.1 Power of Attorney.*
</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.
*Power of attorney is contained on signature pages.
EXHIBIT 5.1
[ROSS & HARDIES LETTERHEAD]
July 17, 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 150,000 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 Employee Stock Purchase Plan -- 1997 (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>
Sabratek Corporation
July 17, 1997
Page 2
We hereby consent to the reference to our firm in the Registration
Statement relating to the registration of 150,000 shares of Common Stock
issuable upon exercise of the Options described above.
Very truly yours,
ROSS & HARDIES
By: /s/ David S. Guin
A Partner
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 March 4, 1997, relating to the
balance sheets of Sabratek Corporation as of December 31, 1996 and 1995 and the
related statements of operations, stockholders' equity (deficit), and cash flows
for each of the years in the three-year period ended December 31, 1996, which
report appears in the Company's Annual Report on Form 10-K for the period ended
December 31, 1996, as filed with the Securities and Exchange Commission on March
31, 1997.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
July 17, 1997
EXHIBIT 23.2
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 February 3, 1997, relating to
the balance sheets of Rocap, Inc. as of December 31, 1996 and the related
statements of operations, stockholders' deficit, and cash flows for the year
ended December 31, 1996, which report appears in the Company's Registration
Statement on Form S-1, declared effective by the Securities and Exchange
Commission on April 4, 1996 (File No. 333-23437).
PARENT, NAFFAH & COMPANY
/s/ Parent, Naffah & Company
Chicago, Illinois
July 17, 1997
