<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
REGISTRATION STATEMENT NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 GLOVER AVENUE, NORWALK, CONNECTICUT 06856
(203) 845-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THOMAS R. BREMER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UNITED STATES SURGICAL CORPORATION
150 GLOVER AVENUE
NORWALK, CONNECTICUT 06856
(203) 845-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
-----------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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 2,493,120 SHARES $25.31 $63,100,867 $19,121.47*
</TABLE>
*Pursuant to Rule 457(h), these prices are estimated for the purpose of
calculating the registration fee and are based on the average of the high and
low sales prices of the registrant's Common Stock on the New York Stock Exchange
on October 28,1997.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
PROSPECTUS
[LOGO]
UNITED STATES SURGICAL CORPORATION
2,493,120 SHARES OF COMMON STOCK
- ---------------------------
This prospectus relates to 2,493,120 shares of Common Stock, par value
$.10 per share (the "Common Stock") of United States Surgical Corporation, a
Delaware Corporation ("USSC" or the "Company"), which may be offered by the
persons listed under the heading "Selling Stockholders". The Common Stock has
been acquired by the Selling Stockholders under the Company's 1997 Key
Management Equity Investment Plan (the "Plan"). The Common Stock may be offered
for sale by the Selling Stockholders from time to time in ordinary brokerage
transactions on the New York Stock Exchange, Inc. (the "New York Stock
Exchange") at market prices prevailing at the time of the sale or in one or more
negotiated transactions at prices acceptable to the respective Selling
Stockholders. In addition, the Common Stock may be sold through or to brokers in
the over-the counter market, and such brokers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the shares of Common Stock offered hereby for whom such
brokers may act as agent or to whom they may sell as principals or both (which
compensation as to a particular broker might be in excess of customary
commissions). See "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange. On October 28, 1997,
the last sale price of USSC Common Stock as reported on the New York Stock
Exchange was $27.25 per share.
SEE DISCUSSION AS TO RISK FACTORS ON PAGE 4 OF THIS PROSPECTUS.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of shares of
Common Stock offered hereby may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them and any profit on the
resale of the shares of Common Stock offered hereunder and purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 31, 1997.
<PAGE> 3
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No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than as contained herein in
connection with the offering contained in this Prospectus and, if given or made,
such information or representation must not be relied upon. This Prospectus does
not constitute an offering by the Selling Stockholders of any securities other
than those to which it relates or in any jurisdiction in which such offering may
not lawfully be made. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or the information herein since the
date hereof.
- ---------------------------
AVAILABLE INFORMATION
USSC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information,
as of particular dates, concerning directors and officers, their remuneration,
options granted to them, the principal holders of securities of USSC and any
material interest of such persons in transactions with USSC, is distributed to
stockholders of USSC, and filed with the Commission. Such reports, proxy
statement and other information can be inspected and copied at the office of the
Commission at prescribed rates, at Room 1024, 450 Fifth Street N.W., Washington,
D.C. 20549; Room 3190, Kluczynski Federal Building, 230 South Dearborn Street,
Chicago, Illinois 60604; and 14th Floor, 75 Park Place, New York, New York
10007. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding Registrants that file
electronically with the Commission. The address of the Commission's Web site is
http://www.sec.gov. Such reports, proxy statements and other information
concerning USSC also may be inspected at the offices of the New York Stock
Exchange, Inc., on which the Company's Common Stock is listed.
This Prospectus, which constitutes part of a registration statement
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), omits certain of
the information contained in the Registration Statement. Reference is hereby
made to the Registration Statement and to the exhibits relating thereto for
further information with respect to the Company. Statements contained herein
concerning the provisions of documents are necessarily summaries of such
documents and each such statement is qualified in its entirety by reference to
the copy of the applicable documents filed with the Commission.
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<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that have been filed by the Company with the
Commission (located in SEC File No. 1-9776) are hereby incorporated by reference
in this Prospectus and made a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31,
1996;
(ii) Current Report on Form 8-K filed March 13, 1997;
(iii) Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1997;
(iv) The description of the Company's Common Stock contained in the
Form 8-B Registration Statement declared effective by the Commission on August
3, 1990, as amended by the Certificate of Amendment to the Company's Certificate
of Incorporation filed as Exhibit 3(e) to Item 14c of (i) above.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to (a) the filing of a post-effective amendment that
indicates that all Common Stock offered hereby has been sold or which
deregisters all Common Stock then remaining unsold, or (b) the termination of
the offering of the Common Stock, shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective dates
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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or telephone requests should be directed to Pamela
Komenda, Corporate Secretary, United States Surgical Corporation, 150 Glover
Avenue, Norwalk, Connecticut 06856, telephone (203) 845-1290.
Statements in this Prospectus which are not historical may be forward
looking, involving risks and uncertainties, and may or may not be realized by
the Company. The Company undertakes no duty to update any such forward looking
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<PAGE> 5
statements. Many factors could cause actual results to differ from these forward
looking statements, including loss of market share through competition,
introduction of competing products by other firms, pressure on prices from
competition or purchasers of the Company's products, regulatory obstacles to
introduction of new products which are important to the Company's growth, lack
of acceptance of new products by the health care market, slow rates of
conversion by surgeons to procedures which utilize the Company's products,
changes in distribution of the Company's products, consolidation in the health
care market, and interest rate and foreign exchange fluctuations.
RISK FACTORS
Prior to making an investment decision with respect to the shares of
Common Stock offered hereby, prospective investors should carefully consider the
specific factors set forth below, together with all of the other information
appearing herein or incorporated by reference herein, in light of their
particular investment objectives and financial circumstances.
COMPETITION
There is intense competition in the markets in which USSC engages in
business and no assurance can be given as to USSC's competitive position. The
impact of competition will likely have a continuing effect on sales volumes and
on prices charged by USSC. In addition, increased cost consciousness has revived
competition from reusable instruments, but the Company cannot predict the extent
to which reusable instruments will competitively impact USSC. USSC, however,
also offers reusable instruments.
HEALTH CARE MARKET
The health care industry continues to undergo change, led primarily by
market forces which are demanding greater efficiencies and reduced costs.
Federal government proposed health care mandates in the United States have not
occurred, and it is unclear whether, and to what extent, any future government
mandate will affect the domestic health care market. Industry led changes are
expected to continue irrespective of any governmental efforts toward health care
reform. The scope and timing of any further government sponsored proposals for
health care reform are presently unclear.
The primary trend in the health care industry is toward cost
containment. Payors and managed care organizations have been able to exercise
greater influence through managed treatment and hospitalization patterns,
including a shift from reimbursement on a retrospective basis to prospective
limits for patient treatment. Hospitals have been severely impacted by the
resulting cost restraints and are competing for business and becoming more
sophisticated in management and
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<PAGE> 6
marketing. The increasing use of managed care, centralized purchasing decisions,
consolidations among hospitals and hospital groups, and integration of health
care providers are continuing to affect purchasing patterns in the health care
system. Purchasing decisions are often shared by a coalition of surgeons,
nursing staff, materials managers, and hospital administrators, with purchasing
decisions taking into account whether a product reduces the cost of treatment
and/or attracts additional patients to a hospital. Changes in the health care
industry and the trend toward cost containment, along with competition, have
contributed to continuing reductions in prices for USSC 's products and, in the
near term, to slower acceptance of more advanced surgical procedures in which
USSC 's products are used, given hospitals and surgeons concerns as to the costs
of training and reimbursement by payors. While USSC is implementing programs to
assist hospitals in cost containment through more efficient surgical practices
and application of minimally invasive surgery, there can be no assurance that
USSC will not continue to be adversely affected by these matters.
The costs of training for newer, more complicated procedures and
concerns as to reimbursement for newer procedures in view of changes in the
health care system have affected the rate at which the surgical community is
learning the more advanced laparoscopic procedures. More advanced applications
of laparoscopy may become specialized rather than practiced broadly by the
general surgical community. In addition, specialty surgeons may not be
experienced in minimally invasive surgery and may require familiarization with
this approach prior to acceptance in their practices.
An undue focus on discrete costs or similar limits which fails to
consider the overall value of minimally invasive surgery could adversely impact
USSC, and there can be no assurance as to the impact of cost containment on
future operations. Some hospitals may also lose per night revenues through
reduced post-operative care requirements as to procedures performed by
laparoscopy, which could influence their acceptance of newer procedures. In
addition, the rapid changes in the market for surgical devices, along with
competition, could affect both prices and volumes of sales.
DIVERSIFICATION STRATEGY
Although USSC believes that new areas of surgical practice it is
entering offer significant opportunities for revenue growth and profitability,
considerable risks may be involved and there can be no assurance that favorable
results will be achieved. Costs of acquiring or developing technologies or
instruments for use in specialty applications may be significant, which could
adversely affect both near term and longer term results if successful products
are not developed and introduced. In addition, considerable competition exists
for products used in these surgical specialties, including competitors
developing other techniques and from sources of more traditional products.
Further, acceptance of newer techniques, even with demonstrated clinical
advantages, may be slow given concerns as to
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expenditures for newer practices by health care payors and requirements for
extensive training with newer approaches.
While USSC believes its products may be useful in coronary surgery,
surgeons practicing in this field have not traditionally performed minimally
invasive surgery or used disposable instruments extensively and no assurance can
be given as to the acceptance of such products or techniques in this area.
USSC expects intense competition in sales of products for specialty
surgical applications. A broad range of companies, including the Ethicon
division of Johnson & Johnson, presently offer products for use in
cardiovascular, urologic, orthopedic, and oncological procedures. Many of such
companies have significantly greater capital than USSC and are expected to
devote substantial resources to development of other new technologies which
would be competitive with products which USSC may offer. There are also a number
of smaller companies engaged in the development of surgical specialty devices,
and products developed by such firms could present additional competition.
BUSINESS OF USSC
USSC is a Delaware corporation which develops, manufactures and markets
a proprietary line of technologically advanced surgical products, specializing
in minimally invasive technologies, which are designed to improve patient care
and reduce healthcare costs. USSC also sells to distributors, domestically and
internationally. USSC currently operates domestically and internationally
through subsidiaries, branches and divisions.
USSC manufactures and markets innovative mechanical products for the
wound closure market. In this category, its principal products consist of a
series of surgical stapling instruments (both disposable and reusable),
disposable surgical clip appliers and disposable loading units ("DLUs") for use
with stapling instruments. The instruments are an alternative to manual suturing
techniques utilizing needle/suture combinations and enable surgeons to reduce
blood loss, tissue trauma and operating time while joining internal tissue,
reconstructing or sealing off organs, removing diseased tissue, occluding blood
vessels and closing skin, either with titanium, stainless steel, or proprietary
absorbable POLYSORB copolymer staples or with titanium, stainless steel, or
absorbable POLYSURGICLIP clip appliers with copolymer clips. Surgical stapling
also makes possible several surgical procedures which cannot be achieved with
surgical needles and suturing materials. The disposable instruments and DLUs are
expended after a single use or, in the case of reloadable disposable
instruments, after a single surgical procedure.
USSC manufactures and markets specialized wound management products
designed for use in the field of laparoscopic (also referred to as endoscopic)
surgery. This minimally invasive surgical technique requires incisions in the
patient of up
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<PAGE> 8
to one-half inch through which various procedures are performed using
laparoscopic instruments inserted through ports known as trocars, and optical
devices, known as laparoscopes, for viewing inside the body cavity. Laparoscopy
generally provides patients with significant reductions in post-operative
hospital stay, pain, recuperative time and hospital costs, with improved
cosmetic results, and with the ability to return to work and normal life in a
shorter time frame. USSC has developed and markets disposable surgical clip
appliers and stapling instruments designed for laparoscopic uses in a variety of
sizes and configurations. USSC 's products in this area also include trocars and
a line of instruments which allows the surgeon to see, cut, clamp, retract,
suction, irrigate or otherwise manipulate tissue during a laparoscopic
procedure. USSC also designs and markets laparoscopes. Applications for
minimally invasive surgery currently include cholecystectomy (gall bladder
removal), hysterectomy, hernia repair, bladder suspension for urinary stress
incontinence, anti-reflux procedures for correction of heartburn, and various
forms of bowel, stomach, gynecologic, urologic, and thoracic (chest) surgery.
Laparoscopic products are offered individually, in pre-assembled kits
and in custom kits designed for specific surgical procedures such as
cholecystectomy, hernia repair, laparoscopically assisted vaginal hysterectomy,
bowel and other procedures. Kits are intended to offer the surgeon and operating
room staff convenience and ease of accessibility to instruments, and provide a
cost efficient means of purchasing USSC 's products for hospital materials
management departments.
Numerous studies have shown that, in addition to reduced patient
recovery time, laparoscopy is a safe and efficacious technique. However, and
particularly in more complex surgical procedures, surgeons must receive adequate
training before achieving competency to perform laparoscopy. USSC supports
certification of surgeons in this technique to ensure that USSC's products are
used properly.
USSC offers certain of its products in both disposable and reusable
versions. Disposable instruments, as described in the preceding paragraphs,
reduce the user's capital investment, eliminate the risks and costs associated
with maintenance, sterilizing and repair of reusable instruments, and provide
the surgeon with a new sterile instrument for each procedure, offering more
efficacious and safer practice for both patients and operating room personnel.
Reusable instruments provide an alternative for surgeons and hospitals
preferring this approach. The Company also offers resposable versions of certain
instruments, in which certain components may be reused, offering the advantages
of disposable devices with cost savings realized through multiple use of parts
of the instrument.
USSC continues to expand manufacturing and marketing of its line of
sutures products, which was introduced in 1991. USSC believes that sutures,
which represent a major portion of the wound closure market, are a natural
complement to its other wound management products. This market is currently
dominated by other manufacturers. Although USSC believes that its share of the
suture market
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increased last year, there can be no assurance that its market share will
continue to increase or that USSC will realize significant market share in the
near future.
USSC believes it could potentially benefit from the health care
industry trend toward cost containment and on managed care. Stapling and
minimally invasive surgery decrease operating room time including patient time
under anesthesia, patient recovery time and in many cases are highly cost
effective. Doctors, patients, employers and payors all value decreased patient
recovery time. This could lead to potential increases in volume as surgical
stapling and minimally invasive procedures are selected over alternative
techniques. USSC is adapting itself to this new environment by promoting the
cost effectiveness of its products, by striving to efficiently produce the
highest quality products at the lowest cost, and by assisting hospitals and
payors in achieving meaningful cost reductions for the health care system while
retaining the quality of care permitted by USSC's products.
USSC has taken steps to diversify beyond the general surgery market and
explore new growth areas in surgery where it can utilize its manufacturing
expertise, research and development experience and the skills of its sales
force. To this end, USSC is building a line of surgical specialty
instrumentation and technology for cardiovascular, oncological, urological and
orthopedic procedures. The Company has established Vascular Therapies, a new
division, to develop and market the Company's interventional cardiology,
vascular and cardiovascular surgery products including the PARAGON coronary
stent and a line of balloon catheters for coronary angioplasty. USSC believes
that minimally invasive instrumentation and more advanced techniques can be
applied to these specialty practices. USSC plans to obtain such technologies
through internal research and development and by acquiring, investing in, or
creating alliances with, other firms or persons who have developed such
technology.
The Company is continuing development of technology in women's
healthcare with its first new system which is designed for a comprehensive
approach to breast care. The Company's ABBI system, incorporating a stereotactic
table and the Company's ABBI system biopsy device, is used to perform core
needle and needle localization for advanced breast biopsy. This system allows a
one-step, minimally invasive process for breast biopsy, offering the surgeon
increased accuracy and control, and helping hospitals reduce procedural and
operating room costs. The one piece larger specimen obtained by the ABBI system
provides pathologists with pattern recognition which aids in the diagnosis of
different cancers and facilitates physicians' decision making for improved
results. The Company offers the stereotactic tables under a strategic alliance
with Lorad, a unit of Trex Medical Corporation and a leading manufacturer of
stereotactic equipment. The Company also offers the SONOPSY system,
incorporating an ultrasound scanner and monitor which can be used on a stand
alone basis or in conjunction with the ABBI system.
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USSC continually explores and conducts discussions with regard to
acquisitions and other strategic corporate transactions. USSC currently has no
agreements, commitments or understandings with respect to any particular
transactions. However, USSC has pending an all cash tender offer for all
outstanding shares of Circon Corporation ("Circon"), a California based surgical
device manufacturer. USSC currently owns approximately 14.9% of the outstanding
shares of Circon. The offer was not solicited by Circon and was made in the form
of a tender offer directly to Circon's stockholders. Circon has recommended that
its shareholders not accept the offer and has implemented various defensive
measures designed to prevent acceptance by USSC of tendered shares. USSC can not
predict whether it will be successful in acquiring Circon or the time period in
which any transaction will be concluded or abandoned. At present, the tender
offer expires on November 25, 1997, and could be extended, revised, or
terminated. If the offer were concluded on the current terms of the tender
offer, USSC estimates that the cost of the tender offer would be approximately
$210 million. As a result of the Company's proxy contest in connection with
Circon's annual meeting of shareholders, two nominees of the Company were
elected to Circon's seven member board of directors and the Circon shareholders
adopted a shareholder resolution proposed by the Company to urge the Circon
board of directors to arrange for the prompt sale of Circon to the highest
bidder. In addition, USSC filed suit against Circon in the Court of Chancery in
the State of Delaware seeking to enjoin Circon from reappointing one individual
who was voted out of office as a director at such Circon annual meeting and to
declare void the Circon board's appointment of two directors earlier in 1997.
The Court denied the Company's motion for an injunction but agreed to grant the
Company a hearing if such individual is reinstated by the Circon Board of
Directors. The source of funds for payment of the purchase price in this cash
offer would be committed credit facilities, cash on hand and cash generated from
future operations. No assurance can be given with respect to the timing,
likelihood or financial or business effect of any other possible transaction.
The Common Stock which may be offered for sale by the Selling
Stockholders under this Prospectus was acquired under the Plan.
Except where the context otherwise requires, the term Company includes
USSC 's subsidiaries, branches and divisions. USSC 's principal executive
offices are located at 150 Glover Avenue, Norwalk, Connecticut 06856; telephone
(203) 845-1000.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
Common Stock being offered by this Prospectus.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
Selling Stockholders' beneficial ownership of the Company's Common Stock as of
the date hereof. Each of the Selling Stockholders is an officer or key
management employee of the Company. The numbers set forth in the column "Shares
Offered Hereby" below constitute all of the shares of Common Stock that the
Selling Stockholders may distribute in the offering; and the table below assumes
the sale of all shares of Common Stock received under the Plan. The Selling
Stockholders may offer such shares for resale from time to time. See "Plan of
Distribution."
On April 1, 1997 and August 15, 1997, the Company granted options
covering an aggregate of 2,493,120 shares of Common Stock to the Selling
Stockholders listed below (collectively, "Selling Stockholders") pursuant to the
Plan.
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<TABLE>
<CAPTION>
Shares Shares of
Common Common
Stock Stock
Beneficially Shares Beneficially
Owned Prior to Offered Owned After
Name of Selling Shareholder to the Offering Hereby the Offering
--------------------------- ------------------ ------ ------------
(1) (2)
<S> <C> <C> <C>
Salvadore V. Aloma 11,950
Carlos Babini 8,048
Thomas R. Bremer 149,076
Peter Burtscher 40,973
Richard A. Douville 139,137
Guy Ferraiolo 6,633
Donald R. Fowler 17,072
Richard N. Granger 40,973
Thomas D. Guy 149,076
Leon C. Hirsch 725,081
Charles D. Johnson 37,558
Turi Josefsen 294,561
Robert A. Knarr 227,425
Pamela Komenda 24,754
Louis J. Mazzarese 40,973
Eitan Nahum 31,299
David A. Renker 6,909
Scott Roeth 21,350
Howard M. Rosenkrantz 332,908
Joseph C. Scherpf 40,973
Jeffrey B. Sciallo 37,558
Marianne Scipione 40,973
Judith M. Stant 14,938
Charles Tribie 37,558
Thomas Wood 15,364
</TABLE>
(1) Includes shares of Common Stock covered by the options granted under the
Plan.
(2) Assumes sale of all shares of Common Stock offered hereby and no other
purchases or sales of Common Stock. See "Plan of Distribution."
The Company and the Selling Stockholders have agreed to indemnify each
other against certain civil liabilities under the Securities Act.
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PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Stockholders may be
effected from time to time in ordinary brokerage transactions on the New York
Stock Exchange or other exchanges at market prices prevailing at the time of
sale or in one or more negotiated transactions at prices acceptable to the
respective Selling Stockholders. In addition, the Selling Stockholders may sell
the Common Stock through or to brokers or dealers in the over-the-counter
market, or through underwriters. At the time a particular offer of shares of
Common Stock is made, to the extent required, a supplemental Prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering including the name or names of any underwriters, dealers
or agents, the purchase price paid by any underwriter for the shares of Common
Stock purchased from the Selling Stockholders, any discounts, commissions and
other items constituting compensation from the Selling Stockholders and any
discounts, concessions or commissions allowed or reallowed or paid to dealers.
In connection with any transaction involving the shares of Common
Stock, broker-dealers or others may receive from the Selling Stockholders, and
may in turn pay to other broker-dealers or others, compensation in the form of
commissions, discounts or concessions in amounts to be negotiated at the time
(which compensation may be in excess of customary commissions). Broker-dealers
and any other persons participating in a distribution of the shares of Common
Stock offered hereby may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such distribution, and any such
commissions, discounts or concessions may be deemed to be underwriting discounts
or commissions under the Securities Act.
Any or all of the sales or other transaction involving the shares
described above, whether effected by the Selling Stockholders, any broker-dealer
or others, may be made pursuant to this Prospectus. In addition, any shares of
Common Stock offered hereby that qualify for sale pursuant to Rule 144 under the
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock offered hereby may be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the shares of Common Stock offered hereby may not be
sold unless it has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.
The Selling Stockholders and any person engaged in the distribution of
the shares of Common Stock offered hereby will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M, which provisions may limit the
timing of purchases and
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sales of shares of the shares of Common Stock offered hereby by the Selling
Stockholders.
The Company will bear all expenses of the offering, except that the
Selling Stockholders will pay any applicable brokerage fees or commissions and
transfer taxes.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby
have been passed upon for the Company by Thomas R. Bremer, Senior Vice President
and General Counsel, USSC, 150 Glover Avenue, Norwalk, Connecticut 06856. Mr.
Bremer may be deemed to own beneficially 249,710 shares of USSC, including
234,333 shares which are subject to options exercisable within 60 days from the
date of this prospectus.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
-13-
<PAGE> 15
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information
Incorporation of Certain Documents by Reference
Risk Factors
Business of USSC
Use of Proceeds
Selling Stockholders
Plan of Distribution
Legal Matters
Experts
</TABLE>
UNITED STATES SURGICAL CORPORATION
2,493,120 Shares
Common Stock
(par value $.10 per share)
<PAGE> 16
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance
and distribution of the securities covered by this Registration Statement, all
of which will be paid by the Registrant, are as follows:
<TABLE>
<S> <C>
Registration Fee $19,121.47
Printing and Engraving Expenses 500.00
Accounting Fees and Expenses 10,000.00
Legal Fees and Expenses 5,000.00
Miscellaneous 1,000.00
----------
Total $35,621.47
==========
</TABLE>
ITEM 15. 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 attorney's 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 or she acted in good faith and in a manner he or
she 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 or she had
no reasonable cause to believe his or her 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 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 16. EXHIBITS
(4) United States Surgical Corporation 1997 Key Management Equity
Investment Plan - Filed herewith.
(5) Opinion of Thomas R. Bremer - Filed herewith.
(15) Letter re Unaudited Interim Financial Information.
(23) (a) Consent of Deloitte & Touche LLP - Filed herewith.
(b) Consent of Thomas R. Bremer - Included in Exhibit
5.
II-1
<PAGE> 17
(24) Powers of Attorney - Filed herewith.
- -------------------------------
ITEM 17. 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. 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 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 this registration statement;
(2) That, for the purpose for 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 shall be deemed to be a new
II-2
<PAGE> 18
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.
(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, therefor, 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 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.
II-3
<PAGE> 19
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-3 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 the 31st day of
October , 1997.
UNITED STATES SURGICAL CORPORATION
(REGISTRANT)
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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board October 31, 1997
- ----------------------------------- and Chief Executive Officer
(Leon C. Hirsch) (Principal Executive Officer)
and Director
* Director October 31 1997
- -----------------------------------
(Julie K. Blake)
* Director October 31, 1997
- -----------------------------------
(John A. Bogardus, Jr.)
* Director October 31, 1997
- -----------------------------------
(Thomas R. Bremer)
* Director October 31, 1997
- -----------------------------------
(Turi Josefsen)
* Director October 31, 1997
- -----------------------------------
(Douglas L. King)
* Director October 31, 1997
- -----------------------------------
(William F. May)
* Director October 31, 1997
- -----------------------------------
(James R. Mellor)
* Director October 31, 1997
- -----------------------------------
(Barry D. Romeril)
</TABLE>
II-4
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
* Director October 31, 1997
- ------------------------------------------
(Howard M. Rosenkrantz)
* Director October 31, 1997
- ------------------------------------------
(Marianne Scipione)
* Director October 31, 1997
- ------------------------------------------
(John R. Silber)
* Senior Vice President and October 31, 1997
- ------------------------------------------ Chief Financial Officer
(Richard A. Douville) (Principal Financial Officer)
* Vice President and Controller October 31,1997
- ------------------------------------------
(Joseph C. Scherpf) (Principal Accounting Officer)
</TABLE>
*By Power of Attorney
II-5
<PAGE> 21
EXHIBIT INDEX
(4) United States Surgical Corporation 1997 Key Management Equity
Investment Plan - Filed herewith.
(5) Opinion of Thomas R. Bremer - Filed herewith.
(15) Letter re Unaudited Interim Financial Information.
(23) (a) Consent of Deloitte & Touche LLP - Filed herewith.
(b) Consent of Thomas R. Bremer - Included in Exhibit
5.
(24) Powers of Attorney - Filed herewith
<PAGE> 1
UNITED STATES SURGICAL CORPORATION
1997 KEY MANAGEMENT EQUITY INVESTMENT PLAN
1. Purpose of the Plan
The purpose of the 1997 Key Management Equity Investment Plan (the "Plan") is to
secure for United States Surgical Corporation (the "Company") and its
stockholders the benefits of the incentive inherent in additional Common Stock
ownership by permitting selected employees of the Company and its subsidiaries
to elect a grant of options for the purchase of shares of the Company's Common
Stock by foregoing annual and/or long term bonus compensation. It is intended
that the Plan will provide financial advantages to the Company, by saving cash
and reducing expenses, and will allow such selected employees of the Company to
demonstrate their commitment to the Company by choosing options in exchange for
bonus opportunities, thereby taking an additional personal economic risk in the
Company's future.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the Compensation/Option Committee of the Board or any
successor committee appointed by the Board to administer the Plan.
(c) "Common Stock" means the authorized common stock of the Company.
(d) "Company" means United States Surgical Corporation.
(e) "Eligible Employee" means any person (or category of person) designated
by the Committee as eligible to participate in the Plan.
(f) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute.
(g) "Fair Market Value" means, at any date, the value of a share of Common
Stock on such date as determined by the Committee by any fair and reasonable
means, provided, however, that in the absence of a specific Committee
determination to the contrary in a particular circumstance, "Fair Market Value"
is the average of the high and low quoted sales prices of a share of Common
Stock on the New York Stock Exchange on the particular date or, if no sales were
made on such date, the closing price of such shares on the New York Stock
Exchange on the next preceding date on which there were sales; provided,
however, that with respect to any minimum value prescribed by the Committee that
a share of Common Stock must reach as a condition to
<PAGE> 2
vesting, exercise, or otherwise, "Fair Market Value" shall mean the closing
quoted prices of a share of Common Stock on the New York Stock Exchange on any
date subsequent to vesting and up to six months prior to the expiration date
or, if no such sales were made on such date, the closing price of such shares
on the New York Stock Exchange on the next preceding date on which there were
such sales.
(h) "Option" means a Non Qualified Stock Option governed by Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code") or any successor
provision.
(i) "Participant" means any Eligible Employee electing to participate
under the Plan.
(j) "Plan" means the 1997 Key Management Equity Investment Plan as set
forth herein and as amended from time to time.
(k) "Subsidiary" means any subsidiary corporation, as defined in Section
424 of the Internal Revenue Code, of the Company.
3. Shares of Common Stock Subject to the Plan.
(a) Subject to the provisions of Section 3(c) and Section 7 of the Plan,
the aggregate number of shares of Common Stock that may be issued or
transferred pursuant to Options under the Plan shall not exceed 2,000,000.
(b) The shares of Common Stock to be delivered under the Plan will be made
available, at the discretion of the Company, either from authorized but
unissued shares of Common Stock or from previously issued shares of Common
Stock reacquired by the Company, including shares purchased on the open market
or otherwise (treasury shares).
(c) If shares covered by any Option cease to be issuable or transferable
for any reason, such number of shares will no longer be charged against the
limitations provided for in Section 3(a) and may again be made subject to
Options.
4. Administration of the Plan.
(a) The Plan will be administered by the Committee, which will consist of
three or more persons (i) who are not eligible to participate under the Plan,
and (ii) who qualify as "non-employee directors" under Rule 16b-3, or any
successor rule, under the Exchange Act.
(b) The Committee has and may exercise such powers and authority of the
Board as may be necessary or appropriate for the Committee to carry out its
-2-
<PAGE> 3
functions as described in the Plan. The Committee has authority, in its
discretion, to determine and designate from time to time those Eligible
Employees who may participate in the Plan. The Committee also has authority to
(i) interpret the Plan, (ii) determine the terms and provisions of the Option
instruments and (iii) make all other determinations necessary or advisable for
Plan administration. The Committee has authority to prescribe, amend, and
rescind rules and regulations relating to the Plan. All interpretations,
determinations, and actions by the Committee will be final, conclusive, and
binding upon all parties.
(c) No member of the Board or the Committee will be liable for any action
taken or determination made in good faith by the Board or the Committee with
respect to the Plan or any Option made under the Plan.
5. Grants.
The Committee has authority in its discretion to determine the terms of
participation during any calendar year, including, without limitation, the
number and price of Options which may be acquired by a Participant, the term of
the Option, whether salary and/or bonus compensation would be affected, and the
vesting schedule with respect to Options purchased under the Plan. In order to
participate, each Participant selected must, prior to the start of the period in
which such compensation would be paid, file with the Committee (or its designee)
an irrevocable authorization directing the Company to reduce his or her salary
and/or bonus compensation opportunity for the pertinent period by a designated
multiple of one percent (1%), within such ranges as the Committee may permit.
The Committee shall review the filed authorizations and determine whether to
approve, in whole or in part, one or more of those authorizations. To the extent
the Committee approves one or more authorizations, the Participants who file the
authorizations shall be granted options under this Plan. To the extent one or
more authorizations are not approved by Committee, those authorizations shall
have no force or effect and no options shall be granted under this Section 5 to
such Participants. The Committee may provide, among other things, for the
election by Participants to forego salary and/or bonus compensation, and for
establishment of the basis on which the options granted will relate to the
compensation foregone by the Participant (which shall be communicated to the
Eligible Employee prior to the time he or she makes an election to participate
in the Plan). Each Option will be evidenced by a written agreement briefly
describing the material terms and conditions of the Options, and the election to
forego compensation, including such terms and conditions, consistent with the
Plan, as the Committee may deem advisable. Options shall be granted only for the
purchase of whole shares of the Common Stock, and any remaining amounts of
compensation otherwise foregone shall be paid to the Participant as if not
foregone.
-3-
<PAGE> 4
6. Terms and Conditions of Options.
(a) Unless otherwise determined by the Committee, the price at which Common
Stock may be purchased by a Participant under an Option shall be at or above the
Fair Market Value of the Common Stock on the date of grant.
(b) The Committee shall determine the option exercise period of each
Option. The period shall not exceed 15 years from the date of grant.
(c) Upon the exercise of an Option, the purchase price will be payable in
full in cash (including bank or certified check or wire transfer); or, in the
discretion of the Committee, by the assignment and delivery to the Company of
shares of Common Stock owned by the Participant for at least six months; or, in
the discretion of the Committee, by installment payments or by a promissory
note, in each case with recourse and fully secured by the shares of Common Stock
issued upon exercise of the Option and bearing interest at a rate determined by
the Committee, but not less than a market rate of interest as established by the
Committee; or by a combination of any of the above. The Committee may permit
installment payments or promissory note payments to be made by the assignment
and delivery to the Company of shares of Common Stock owned by the Participant
for at least six months, in which case such shares will be valued at the Fair
Market Value of the Common Stock on the date of payment of such withholding
taxes.
7. Adjustment Provisions.
(a) Subject to Section 7(b), if the outstanding shares of Common Stock of
the Company are increased, decreased, or exchanged for a different number or
kind of shares or other securities, or if additional shares or new or different
shares or other securities are distributed with respect to such shares of Common
Stock, through merger, consolidation, sale of all or substantially all the
property of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Common Stock, an appropriate and proportionate
adjustment may be made in (i) the maximum number and kind of shares provided in
Section 3, (ii) the number and kind of shares or other securities subject to the
then-outstanding Options, and (iii) the purchase price for each share or other
unit of any other securities subject to then-outstanding Options without change
in the aggregate purchase price as to which such Options remain exercisable.
(b) Subject to Section 7(c), upon dissolution or liquidation of the Company
or upon a reorganization, merger, or consolidation of the Company with one or
more corporations as a result of which the Company is not the
-4-
<PAGE> 5
surviving corporation, or upon the sale of all or substantially all the
property of the Company, all Options then outstanding under the Plan will be
fully vested and exercisable, and the Committee may provide in connection with
such transaction for the continuance of the Plan and the assumption of such
Options or the substitution for such Options of new Options covering the stock
of a successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices.
(c) In the event a Change of Control of the Company occurs, all Options
then outstanding under the Plan will be fully vested and exercisable, effective
upon the occurrence of such Change of Control. In the event that any Person
makes a filing under Section 14(d) of the Exchange Act with respect to the
Company, the exercise dates of any outstanding Options held by Participants
shall be without further action by the Committee accelerated to make them fully
vested and exercisable. In addition, in the event a Change of Control of the
Company occurs, or in the event that any Person makes a filing under Section
14(d) of the Exchange Act with respect to the Company, the Committee may, in
its sole discretion, without obtaining stockholder approval, and subject to any
limitations imposed by Section 16 of the Exchange Act, take any one or more of
the following actions or any other action permitted under this Plan, subject in
all cases to the limitations of Section 3(a), grant appreciation rights to
holders of outstanding Options, pay cash to holders of outstanding Options in
exchange for their cancellation or make any other appropriate adjustments or
amendments to the Plan and outstanding Options or substitute new Options for
outstanding Options.
For purposes of this Section 7(c), the following definitions shall apply:
(A) A "Change in Control" of the Company shall have occurred when a
Person, alone or together with its Affiliates and Associates (defined below),
becomes the beneficial owner of 20% or more of the general voting power of the
Company.
(B) "Affiliate and Associates" shall have the respective meanings
ascribed to such terms in Rule 12b-2, or any successor rule, of the General
Rules and Regulations under the Exchange Act.
(C) "Person" shall mean an individual, firm, corporation or other
entity or any successor to such entity, but "Person" shall not include the
Company; any Subsidiary (defined below); any employee benefit plan or employee
stock plan of the Company or any Subsidiary, or any Person organized,
appointed, established or holding Voting Stock (defined below) by, for or
pursuant to the terms of such a plan.
-5-
<PAGE> 6
(D) "Subsidiary" shall mean any firm, corporation, or other entity at
least 50% of whose outstanding Voting Stock or similar ownership interest is
owned, directly or indirectly, by the Company.
(E) "Voting Stock" shall mean shares of the Company's capital stock
having general voting power, with "voting power" meaning the power under
ordinary circumstances (and not merely upon the happening of a contingency) to
vote in the election of directors.
(d) Adjustments under Sections 7(a), (b) and (c) will be made by the
Committee, whose determination as to what adjustments will be made and the
extent thereof will be final, binding and conclusive. No fractional shares will
be issued under the Plan on account of any such adjustments.
8. Termination of Employment.
(a) Except if and to the extent otherwise expressly provided by the
provisions of Section 8(b) below, it shall be a condition to the Company's
obligations with respect to an Option and the shares of Common Stock acquired
on exercise of such Option, and a condition to the Participant's entitlement
thereto, that the Participant shall remain in the continuous employ of the
Company and its Subsidiaries through the end of the vesting period applicable
to such Option.
(b) If a Participant's employment with the Company and its Subsidiaries is
terminated during the period for which such Option was granted under the Plan
(i) by death, or (ii) by Disability (defined below), then effective upon the
occurrence of such event, all Options granted to such Participant then
outstanding under the Plan will be fully vested and exercisable. Upon
termination of a Participant's employment for any other reason, Options held by
such Participant will thereafter be exercisable only to the extent they were
exercisable on the date of termination of employment and the Options will
terminate upon the earlier of (x) its normal termination date, or (y) three
months after the date of such Participant's termination of employment. If in
accordance with the immediately preceding sentence, the Options will terminate
within such three months after the date of termination of employment, then such
Options will be exercisable to the extent they were exercisable during such
three month period.
For purposes of this Section 8(b), "Disability" shall mean termination of
a Participant's employment with the Company and its Subsidiaries under
circumstances that entitle a Participant (or that will entitle a Participant
after any applicable waiting period) to disability benefits under the long-term
disability insurance plan of the Company applicable to such Participant at the
time of such termination.
-6-
<PAGE> 7
(d) Notwithstanding anything in this Plan to the contrary, the Committee
may, in its sole discretion, cancel any Option prior to exercise if a
Participant's employment terminates and he or she were to engage in activities
in conflict with the Company's best interests, in breach of agreements with the
Company, or take any actions which otherwise harm the Company in any way. In
addition, if any such action occurs and the Participant is terminated before or
within six months after exercise of an Option (whether such exercise is during
or after employment), the exercise will be deemed rescinded, and the Company may
recover the financial benefit accruing to the terminated employee upon such
exercise.
9. General Provisions.
(a) Nothing in the Plan or in any instrument executed pursuant to the Plan
will confer upon any Participant any right to continue in the employ of the
Company or any of its Subsidiaries or affect the right of the Company or any
Subsidiary to terminate the employment of any Participant at any time with or
without cause.
(b) No shares of Common Stock will be issued or transferred pursuant to an
Option unless and until all then applicable requirements imposed by Federal and
state securities and other laws, rules and regulations and by any regulatory
agencies having jurisdiction, and by any stock exchanges upon which the Common
Stock may be listed, have been fully met. As a condition precedent to the
issuance of shares of Common Stock pursuant to the grant or exercise of an
Option, the Company may require the Participant to take any reasonable action
to meet such requirements.
(c) No Participant and no beneficiary or other person claiming under or
through such Participant will have any right, title or interest in or to any
shares of Common Stock allocated or reserved under the Plan or subject to any
Option except as to such shares of Common Stock, if any, that have been issued
or transferred to such Participant.
(d) The Committee shall provide for the withholding of federal, state or
local taxes of any kind required by law to be withheld with respect to payments
and delivery of shares to Participants under the Plan. With respect to any
Option, the Committee may, in its discretion, permit the Participant to
satisfy, in whole or in part, any tax withholding obligation which may arise in
connection with the exercise of the Option by electing to have the Company
withhold shares of Common Stock having a Fair Market Value equal to the amount
of the tax withholding.
(e) No Option and no right under the Plan, contingent or otherwise, will
be transferable or assignable or subject to any encumbrance, pledge or charge
of any nature except that under such rules and regulations as the
-7-
<PAGE> 8
Committee may establish pursuant to the terms of the Plan, a beneficiary may
be designated with respect to an Option in the event of death of a Participant.
If such beneficiary is the executor or administrator of the estate of the
Participant, any rights with respect to such Option may be transferred to the
person or persons or entity (including a trust) entitled thereto under the will
of the holder of such Option.
(f) The Plan shall be unfunded, and the Participant's rights with respect
to his or her compensation that is elected for reduction shall be those of a
general unsecured creditor of the Company.
10. Amendment and Termination.
(a) The Board shall have the power, in its discretion, to amend, suspend or
terminate the Plan at any time.
(b) The Committee may, with the consent of a Participant, make such
modifications in the terms and conditions of an Option as it deems advisable;
provided, however, that no such modification shall reduce the exercise price
under such Option.
(c) No amendment, suspension or termination of the Plan will, without the
consent of the Participant, impair or adversely affect any right or obligation
under any Option previously granted under the Plan.
11. Effective Date of Plan and Duration of Plan.
The Plan shall become effective upon its adoption by the Compensation/Option
Committee of the Board of Directors. Unless previously terminated, the Plan
will terminate when no more shares of Common Stock are available for issuance
or transfer pursuant to Options under the limitations of Section 3(a).
-8-
<PAGE> 1
EXHIBIT 5
October 31, 1997
United States Surgical Corporation
150 Glover Avenue
Norwalk, Connecticut 06856
Dear Sirs:
I refer to the Registration Statement on Form S-3 (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 shares of the Company's common stock, par value $.10 per
share (the "Common Stock"), for resale by the Selling Stockholders included in
such Registration Statement.
I am familiar with the Certificate of Incorporation and By-laws of the
Company and have examined a copy of the Company's 1997 Key Management Equity
Investment Plan (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 shares of Common
Stock issuable 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,
Thomas R. Bremer
Senior Vice President
and General Counsel
<PAGE> 1
Exhibit 15
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 consolidated
financial information of United States Surgical Corporation and subsidiaries for
the periods ended March 31, 1997 and 1996, June 30, 1997 and 1996, and September
30, 1997 and 1996 as indicated in our reports dated April 15, 1997, July 18,
1997 and October 17, 1997, respectively; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30,
1997, and September 30, 1997 are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are 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.
Deloitte & Touche LLP
Stamford, Connecticut
October 30, 1997
<PAGE> 1
EXHIBIT NO. 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
United States Surgical Corporation on Form S-3 of our report dated January 21,
1997, appearing in the Annual Report on Form 10-K on page F-2 of United States
Surgical Corporation for the year ended December 31, 1996 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
October 30, 1997
<PAGE> 1
EXHIBIT NO. 24
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-3 with
respect to the registration under the Act of 2,397,765 shares of the Company's
common stock, par value $.10 per share, issuable under the Company's 1997 Key
Management Equity Investment Plan and to be registered for resale, hereby
constitutes and appoints Thomas R. Bremer and Richard A. Douville 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, and any supplements thereto, and 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.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 21st day of October, 1997.
/s/ Leon C. Hirsch /s/ James R. Mellor
- -------------------------------------- ---------------------------------
Leon C. Hirsch James R. Mellor
Chairman of the Board and Director
Chief Executive Office and Director
(Principal Executive Officer) /s/ Barry D. Romeril
---------------------------------
/s/ Julie K. Blake Barry D. Romeril
- -------------------------------------- Director
Julie K. Blake
Director /s/ Howard M. Rosenkrantz
---------------------------------
/s/ John A. Bogardus Howard M. Rosenkrantz
- -------------------------------------- Director
John A. Bogardus
Director /s/ Marianne Scipione
---------------------------------
/s/ Thomas R. Bremer Marianne Scipione
- -------------------------------------- Director
Thomas R. Bremer
Director /s/ John R. Silber
---------------------------------
/s/ Turi Josefsen John R. Silber
- -------------------------------------- Director
Turi Josefsen
Director /s/ Richard A. Douville
---------------------------------
/s/ Douglas L. King Richard A. Douville
- -------------------------------------- Senior Vice President and
Douglas L. King Chief Financial Officer
Director (Principal Financial Officer)
/s/ William F. May /s/ Joseph C. Scherpf
- ------------------------------------- ---------------------------------
William F. May Joseph C. Scherpf
Director Vice President and Controller
(Principal Accounting Officer)
