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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)
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 (Zip Code)
executive offices)
1996 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
Thomas R. Bremer
Senior Vice President and General Counsel
United States Surgical Corporation
150 Glover Avenue
Norwalk, Connecticut 06856
(203) 845-1000
(Telephone number including area code, of agent for service)
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 2,500,000 SHARES $33.25 $83,125,000 $25,189.39
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
* 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
June 5, 1997, as reported by the New York Stock Exchange.
There are also registered hereunder such additional indeterminate
number of shares as may be issued as a result of the adjustment provisions of
the Plan.
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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, 1996.
2. Current Report on Form 8-K filed March 18, 1997.
3. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
4. The description of the Company's Common Stock, par value $ .10 per
share, contained in the Form 8-B Registration Statement declared
effective by the Commission on August 3, 1990.
All other reports and documents subsequently filed by the Company with the
Commission pursuant to Sections 13 (a), 13 (c), 14 or 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all the 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsels.
Thomas R. Bremer, Senior Vice President and General Counsel for the
Company, whose opinion is provided in connection with this Registration
Statement, may be deemed to own beneficially 266,377 shares of the Company's
common stock.
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 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 acted in good faith and in a
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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 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
Item 8. Exhibits.
(4) (a) Certificate of Incorporation filed March 14, 1990.
Exhibit 3 (a) to registrant's Form 8-B declared
effective August 3, 1990.*
(b) 1996 Employee Stock Option Plan filed as Exhibit
10(d) to registrant's Form 10-K for the year ending
December 31,1996.*
(5) Opinion of Thomas R. Bremer - Filed herewith.
(15) Letter re unaudited interim financial information -
Filed herewith.
(23) (a) Consent of Deloitte & Touche LLP - Filed herewith.
(b) Consent of Thomas R. Bremer - Included in Exhibit 5.
(24) Power of Attorney- Filed herewith.
- -------------------------------
* Previously filed as indicated and incorporated by reference.
Exhibits incorporated by reference are located in S.E.C.
File No. 1- 9776.
- -------------------------------
2
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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. 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
3
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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 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, 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 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.
4
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SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 the 10th day of June, 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.
SIGNATURE TITLE DATE
- --------- ----- ----
_*______________________ Chairman of the Board, June 10, 1997
(Leon C. Hirsch) and Chief Executive Officer
(Principal Executive Officer)
and Director
_*______________________ Director June 10, 1997
(Julie K. Blake)
*_______________________ Director June 10, 1997
(John A. Bogardus, Jr.)
*_______________________ Director June 10, 1997
(Thomas R. Bremer)
*_______________________ Director June 10, 1997
(Turi Josefsen)
*_______________________ Director June 10, 1997
(Douglas L. King)
*_______________________ Director June 10, 1997
(William F. May)
_______________________ Director
(James R. Mellor)
*_______________________ Director June 10, 1997
(Barry D. Romeril)
*_______________________ Director June 10, 1997
(Howard M. Rosenkrantz)
5
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SIGNATURE TITLE DATE
- --------- ----- ----
*_______________________ Director June 10, 1997
(Marianne Scipione)
*_______________________ Director June 10, 1997
(John R. Silber)
*_______________________ Senior Vice President and June 10, 1997
(Richard A. Douville) Chief Financial Officer
(Principal Financial Officer)
*______________________ Vice President and Controller June 10, 1997
(Joseph C. Scherpf) (Principal Accounting Officer)
*By Power of Attorney
6
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EXHIBIT INDEX
Exhibit No. Item Location
- ----------- ---- --------
5 Opinion of Thomas R. Bremer
15 Letter re unaudited interim financial information
23(a) Consent of Deloitte & Touche LLP
24 Power of Attorney
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EXHIBIT NO. 5
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June 10, 1997
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 2,500,000 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 1996 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 2,500,000 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,
Thomas R. Bremer
Senior Vice President
and General Counsel
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EXHIBIT NO. 15
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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, as indicated in our report dated
April 15, 1997; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 is being used
in this registration statement.
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.
Deloitte & Touche LLP
Stamford, Connecticut
June 11, 1997
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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 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.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
June 11, 1997
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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 2,500,000 shares of the Company's
common stock, par value $.10 per share, issuable under the Company's 1996
Employee Stock Option Plan, 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, 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 4th day of February, 1997.
/s/Leon C. Hirsch /s/William F. May
- ------------------------------- --------------------------------
Leon C. Hirsch William F. May
Chairman of the Board and Director
Chief Executive Office and Director
(Principal Executive Officer) /s/Howard M. Rosenkrantz
--------------------------------
/s/Julie K. Blake Howard M. Rosenkrantz
- -------------------------------- Director
Julie K. Blake
Director /s/Marianne Scipione
--------------------------------
/s/John A. Bogardus Marianne Scipione
- -------------------------------- Director
John A. Bogardus
Director /s/Barry D. Romeril
--------------------------------
/s/Thomas R. Bremer Barry D. Romeril
- -------------------------------- 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/Joseph C. Scherpf
--------------------------------
Joseph C. Scherpf
Vice President and Controller
(Principal Accounting Officer)
