<PAGE> 1
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)
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)
1993 EMPLOYEE STOCK OPTION 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
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE
$.10 PER SHARE 1,500,000 SHARES $17.75 $26,625,000 $9,181.03
- ----------------------------------------------------------------------------------------
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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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This registration statement relates to the registration of additional
securities of the same class for which a registration statement filed on Form
S-8 relating to the 1993 Employee Stock Option Plan is effective. The contents
of the earlier registration statement (Registration No. 33-59278; commission
file number 1-9776) are incorporated by reference in this registration
statement.
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
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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
--------- ----- ----
<S> <C> <C>
* 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 Power 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 an aggregate of 1,500,000 shares of the
Company's common stock, par value $.10 per share (the "Common Stock"), for
issuance on the exercise of stock options granted pursuant to the Company's
1993 Employee Stock Option Plan (the "Plan").
I am familiar with the Certificate of Incorporation and By-laws of the
Company and have examined copies of the Plan, the resolutions adopted by the
Company's Board of Directors with respect to the Plan and originals or copies,
certified or otherwise identified to my satisfaction, of such 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 1,500,000 shares of
Common Stock authorized for issuance pursuant to the Plan have been duly
authorized and, when issued in accordance with the Plan and upon payment of the
purchase price therefor, will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in the Registration Statement.
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 1,500,000 shares of the Company's
common stock, par value $.10 per share, issuable on exercise of stock options
which may be awarded pursuant to the Company's 1993 Employee Stock Option 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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