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REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED STATES SURGICAL CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 13-2518270
(State or other jurisdiction (I.R.S. Employer
of organization or incorporation) Identification No.)
150 GLOVER AVENUE, NORWALK, CONNECTICUT 06856
(Address of principal executive offices) (Zip Code)
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1994 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
Donald F. Crane, Jr.
Senior SEC Counsel
United States Surgical Corporation
150 Glover Avenue
Norwalk, Connecticut 06856
(Name and address of agent for service)
(203) 845-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE* PRICE* FEE
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COMMON STOCK,
PAR VALUE
$.10 PER SHARE 650,000 SHARES $17.75 $11,537,500 $3,978.45
- -------------------------------------------------------------------------------------------------------------------
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*Estimated pursuant to Rule 457 only for purposes of calculating the
registration fee, based upon the average of the high and low price per share on
May 23, 1994 as reported in the composite reporting system for New York
Stock Exchange listed issues.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by United States Surgical Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement
by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
3. The description of the Company's common stock, par value $.10 per
share ("Common Stock"), contained in the Company's Registration Statement on
Form 8-B, dated August 3, 1990.
All other reports and documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15 (d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and be a part hereof
from the date of filing of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Donald F. Crane, Jr., who is opining as to the validity of the securities,
is an employee of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to certain procedures and limitations set forth therein, the
Delaware General Corporation Law permits the Company to indemnify any person
against expenses (including attorneys' fees), judgments, fines and settlements
actually and reasonably incurred in connection with any threatened, pending, or
completed action, suit or proceeding in which such person was, is, or is
threatened to be made a party by reason of his being or having been a director,
officer, employee or agent of the Company, 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 Company, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Company's By-laws generally state that the Company's officers,
directors, employees and agents shall be provided the indemnification permitted
under the Delaware statute. The Company's Certificate of Incorporation also
exculpates directors of the Company from personal economic liability for
breaches of fiduciary duties, with certain exceptions. Such provisions may be
broader than and supersede the By-Law provisions described above.
The Company maintains a directors' and officers' liability insurance
policy which provides for the payment of certain liabilities and expenses and
for reimbursement to the Company of indemnification payments made by the
Company to its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
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ITEM 8. EXHIBITS.
(5) Opinion of Donald F. Crane, Jr.*
(15) Letter re unaudited interim financial information.*
(23)(a) Consent of Deloitte & Touche.*
(b) Consent of Donald F. Crane, Jr. (included in Exhibit 5).
(24) Powers of Attorney.*
*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The Company 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 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;
(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 (a)(1)(i) and (a)(1)(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 Securities Exchange Act of 1934 that are
incorporated by reference in the 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Corporation'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 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.
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(e) The Company hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation 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 Company 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 Act and
will be governed by the final adjudication of such issue.
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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 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 Norwalk, State of Connecticut, on May 25, 1994.
UNITED STATES SURGICAL CORPORATION
By /s/ Thomas R. Bremer
----------------------------------------
Thomas R. Bremer
Senior Vice President and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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Signature Title Date
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* Chairman of the Board, President, May 25, 1994
- ------------------------------------- Chief Executive Officer and Director
Leon C. Hirsch (Principal Executive Officer)
* Director May 25, 1994
- --------------------------------------
John A. Bogardus, Jr.
/s/ Thomas R. Bremer Director May 25, 1994
- --------------------------------------
Thomas R. Bremer
* Director May 25, 1994
- ---------------------------------------
Turi Josefsen
* Director May 25, 1994
- --------------------------------------
Douglas L. King
Director
- --------------------------------------
Zanvyl Krieger
* Director May 25, 1994
- --------------------------------------
Bruce S. Lustman
* Director May 25, 1994
- --------------------------------------
William F. May
* Director May 25, 1994
- --------------------------------------
Marianne Scipione
* Director May 25, 1994
- -------------------------------------
Douglas T. Tansill
* Senior Vice President, Finance May 25, 1994
- ------------------------------------ and Chief Financial Officer
Howard M. Rosenkrantz (Principal Financial Officer)
* Vice President and Controller May 25, 1994
- ------------------------------------- (Principal Accounting Officer)
Joseph C. Scherpf
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* By power of Attorney
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EXHIBIT INDEX
Exhibit No. Item Location
- ------------ ---- --------
5 Opinion of Donald F. Crane, Jr.
15 Letter re unaudited interim financial
information
23(a) Consent of Deloitte & Touche
24 Powers of Attorney
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EXHIBIT NO. 5
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May 25, 1994
United States Surgical Corporation
150 Glover Avenue
Norwalk, Connecticut 06856
Dear Sirs:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by United States Surgical Corporation, a Delaware
corporation (the "Company"), on or about the date hereof with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 650,000 shares of the Company's common
stock, par value $.10 per share (the "Common Stock"), issuable pursuant to the
Company's 1994 Employee Stock Purchase Plan (the "Purchase Plan").
I am familiar with the Certificate of Incorporation and By-laws of the
Company and have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, evidence of corporate action,
certificates and other instruments, and have made such other investigations of
law and fact, as I have deemed necessary or appropriate for the purposes of
this opinion.
Based upon the foregoing, it is my opinion that the 650,000 shares of
Common Stock issuable pursuant to the Purchase Plan have been duly authorized
and, when issued, will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in the Registration Statement
referred to above.
Very truly yours,
Donald F. Crane, Jr.
Senior SEC Counsel
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EXHIBIT NO. 15
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May 24, 1994
United States Surgical Corporation
150 Glover Avenue
Norwalk, CT 06856
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of United States Surgical Corporation and subsidiaries for the
three-month periods ended March 31, 1994 and 1993 as indicated in our report
dated April 22, 1994; because we did not perform an audit, we expressed on
opinion on that information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 is being
incorporated by reference in this Registration Statement on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche
New York, New York
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EXHIBIT NO. 23(a)
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
United States Surgical Corporation on Form S-8 of our report dated February 1,
1994 except as to Notes H, K and L, as to which the date is March 28, 1994,
appearing in the Annual Report on Form 10-K of United States Surgical
Corporation for the year ended December 31, 1993.
/s/ Deloitte & Touche
New York, New York
May 24, 1994
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EXHIBIT NO. 24
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of UNITED STATES SURGICAL CORPORATION, a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, (the "Act") of a Registration Statement on Form S-8 with
respect to the registration under the Act of 650,000 shares of the Company's
common stock, par value $.10 per share, issuable pursuant to the Company's 1994
Employee Stock Purchase Plan, hereby constitutes and appoints Thomas R. Bremer
and Howard M. Rosenkrantz such undersigned's true and lawful attorneys-in-fact
and agents, and each of them with full power to act without the other as such
undersigned's true and lawful attorney-in-fact and agent, for and in the name,
place and stead of such undersigned, in any and all capacities, to sign said
Registration Statement and any and all future amendments thereto and to file
said Registration Statement and each such future amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such undersigned might or
could do in person, hereby ratifying and confirming all the said attorneys-in-
fact and agents, or either or them, may lawfully do or cause to be done by
virtue hereof.
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 18th day of May, 1994.
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/s/ Leon C. Hirsch /s/ Douglas L. King
- -------------------------------------- --------------------------------------
Leon C. Hirsch Douglas L. King
Chairman of the Board, President, Director
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ John A. Bogardus /s/ William F. May
- -------------------------------------- --------------------------------------
John A. Bogardus William F. May
Director Director
/s/ Thomas R. Bremer /s/ Marianne Scipione
- -------------------------------------- --------------------------------------
Thomas R. Bremer Marianne Scipione
Director Director
/s/ Howard M. Rosenkrantz /s/ Douglas T. Tansill
- -------------------------------------- --------------------------------------
Howard M. Rosenkrantz Douglas T. Tansill
Senior Vice President, Finance, Director
Chief Financial Officer
(Principal Financial Officer)
/s/ Turi Josefsen /s/ Joseph C. Scherpf
- -------------------------------------- --------------------------------------
Turi Josefsen Joseph C. Scherpf
Director Vice President and Controller
(Principal Accounting Officer)
/s/ Bruce S. Lustman
- --------------------------------------
Bruce S. Lustman
Director
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